SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               REPORT ON FORM 10-K


         [X]  Annual Report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the fiscal year ended December 31, 2004.

         [ ]  Transition Report pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

   For the transition period from ___________________ to ___________________.

                                                     Commission File No. 0-13181

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

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

700 Columbia Street, Erie Basin, Building # 302, Brooklyn, New York     11231
-------------------------------------------------------------------   ----------
         (Address of Principal Executive Officers)                    (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $.001 per share
                                (Title of Class)

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

<PAGE>

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of the Regulation S-K is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.[X]

         Issuer's revenues for its most recent fiscal year were $27,615,065.00.

         The aggregate market value of the voting stock held by non- affiliates
of the Registrant, computed by reference to the closing price of such stock as
of April 13, 2005, was approximately $473,011.25.

         Number of shares outstanding of the issuer's Common Stock as of April
13, 2005 was 3,792,045.


                    DOCUMENTS INCORPORATED BY REFERENCE: None

<PAGE>

                          Capital Beverage Corporation
                          2004 Form 10-K Annual Report
                                TABLE OF CONTENTS


                                     PART I

 ITEM 1.      BUSINESS. .....................................................3
 ITEM 2.      PROPERTIES. ..................................................14
 ITEM 3.      LEGAL PROCEEDINGS. ...........................................14
 ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........14

                                     PART II

 ITEM 5.      MARKET FOR REGISTRANT'S COMMON................................15
 ITEM 6.      SELECTED FINANCIAL DATA. .....................................16
 ITEM 7.      MANAGEMENT'S DISCUSSION ......................................17
 ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLSOURES......................19
 ITEM 8.      FINANCIAL STATEMENTS. ........................................20
 ITEM 9.      CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE ..........................20
 ITEM 9A.     CONTROLS AND PROCEDURES.......................................20

                                    PART III

 ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............21
 ITEM 11.     EXECUTIVE COMPENSATION........................................24
 ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND ..........27
 ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. ..............29
 ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES ......................30

                                     PART IV

 ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES....................31

SIGNATURES

CERTIFICATES

                                       2

<PAGE>

         SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements contained in this Annual Report on Form 10-K
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
All statements included in this Annual Report, other than statements of
historical facts, regarding our strategy, future operations, financial position,
estimated revenues, projected costs, prospects, plans and objectives are
forward-looking statements. When used in this Annual Report, the words "will,"
"believe," "anticipate," "intend," "estimate," "expect," "project" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. We cannot
guarantee future results, levels of activity, performance or achievements, and
you should not place undue reliance on our forward-looking statements. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including the risks
described in Part I - Risk Factors, and elsewhere in this Annual Report. Our
forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or strategic investments. In
addition, any forward-looking statements represent our expectation only as of
the day this Annual Report was first filed with the SEC and should not be relied
on as representing our expectations as of any subsequent date. While we may
elect to update forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so, even if our expectations change.


                                     PART I


ITEM 1.  BUSINESS.

         Statements in this Form 10-K that are not statements of historical or
current fact constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown
factors that could cause the actual results of the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. In addition to statements that
explicitly describe such risks and uncertainties, readers are urged to consider
statements labeled with the terms "believes," "belief," "expects," "intends,"
"anticipates" or "plans" to be uncertain and forward-looking. The
forward-looking statements contained herein are also subject generally to other
risks and uncertainties that are described from time to time in the Company's
reports and registration statements filed with the Securities and Exchange
Commission.

General

         Capital Beverage Corporation ("Capital" and the "Company") was
incorporated under the laws of the State of Delaware on December 5, 1995. In
January 1996, the Company acquired from Consolidated Beverage Corporation, the
right to become the exclusive distributor ("Pabst Distribution Rights") for
certain beer and malt liquor products ("Pabst Products") manufactured by Pabst
Brewing Company ("Pabst"). The consideration paid by the Company for the Pabst

                                       3

<PAGE>

Distribution Rights was One Million Six Hundred Thousand Dollars ($1,600,000),
payable Eight Hundred Thousand Dollars ($800,000) in cash and the balance by
delivery of a series of 120 promissory notes, each in the amount of Ten Thousand
Dollars ($10,000) (collectively, the "Consolidated Notes"). The Consolidated
Notes bear interest at 9% per annum, which interest is included in the monthly
$10,000 payments. If the Company defaults in payment of any of the Consolidated
Notes, such default may result in a re-conveyance of the Pabst Distribution
Rights to Consolidated Beverage Corporation.

         On April 30, 1999 Miller Brewing Company acquired certain brands of
alcoholic beverage from the Pabst Brewing Company resulting in a new
distribution agreement for certain brands held by Capital Beverage. The brands
of Olde English and Hamm's are the two brands which Capital Beverage now
contracts to purchase from the Miller Brewing Company on an exclusive basis.

         On December 31, 2001 Capital sold its Miller products at the request of
the Miller Brewing Company in compliance with their national consolidation plan.
Phoenix Beverage paid Capital Beverage Two Million Six Hundred Fifty Thousand
Dollars $2,650,000 for that acquisition.

         On July 18, 1998 and July 30, 1998 Capital Beverage signed two
distributor agreements with Pittsburgh Brewing Company ("Pittsburgh") to
distribute on an exclusive basis in the entire state of New York, the following
brands:

          Brigade, Brigade Light, Brigade Ice, Brigade N/A, Prime Time
          Lager, Prime Time Malt Liquor, Iron City, Iron City Light,
          Light Twist Acapulco Lime, Iron City Twist, Rio Cherry, Old
          German, Augustiner, Evil Eye Ale, Evil Eye Black Jack, Evil
          Eye Amber Lager, Evil Eye Honey Brown

         On June 29, 2001, pursuant to the Purchase Agreement, the Company
purchased all of the assets of Prospect's business which related to Prospect's
business of distributing beverages, including among other things, beer
distribution rights, properties, rights, leases, interests, goods and customer
lists of Prospect. The purchase price of the assets consisted of the assumption
by the Company of certain liabilities of Prospect and the issuance of an
aggregate of five hundred thousand (500,000) shares of the common stock of the
Company to the shareholders of Prospect. Inclusive with the acquisition came the
following national brands: Colt 45, Old Milwaukee, Schaefer, Schlitz, Champale,
Schmidts, Stroh, Piels, McSorleys and also an extensive list of various imports.

         All of the distributor agreements are subject to termination on short
notice by the brewers. However, New York State has one of the strongest
franchise state laws in the country which provides for fair market value
compensation in the event of termination.

                                       4

<PAGE>

Recent Developments

         On April 15, 2005, the Company entered into a letter of intent with Oak
Beverages Inc. ("Oak"), pursuant to which the Company agreed to sell to Oak its
exclusive distribution rights and saleable inventory. The proposed purchase
price for the exclusive distribution rights is $10,500,000 payable as follows:
(i) $7,500,000 to be paid at closing in immediately available funds, and (ii)
$3,000,000 to paid in 24 equal quarterly installments of $125,000 commencing 90
days following the date of the closing, inclusive of interest. In addition, Oak
will pay to the Company for the saleable inventory an amount equal to the price
paid by the Company for the inventory. According to the terms of the letter of
intent, Oak will not assume any liabilities or obligations of the Company. The
proposed transaction is subject to and conditioned upon the completion of Oak's
due diligence review of the Company, the negotiation and execution of a
definitive purchase agreement, and the satisfaction of certain conditions,
including the approval of the Company's stockholders and certain suppliers of
the Company's products. The Company believes that the definitive agreement will
be executed during the next few weeks and that the transaction will close during
the summer of 2005.

         Strategy

         Management of the Company believes it has developed a strategy to
effectively market, sell and distribute beer products throughout its marketing
territory. This strategy includes plans to expand the Company's customer base
and increase sales and marketing efforts. The Company will continue to utilize
"pre-sell" sales people to drive distribution. In late 1999 and early 2000 the
Company added two additional brands from Pittsburgh. One of those brands, "Night
Flight" is owned and brewed by the Company. The Company applied for and received
a brewer's permit in mid 1999. As a brewer, the Company has broadened and
strengthened its strategic approach to a position as a dominant distribution
company. Owning and distributing its own product line allows the Company to
somewhat control its own destiny as it seeks to expand its product portfolio.

         The Company will continue to seek other additions to its product lines
that compliment the brand portfolio.

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

         On December 11, 2003, the Park Slope Group, LLC ("LLC"), a single
member limited liability company whose sole member is Addie Realty Properties,
Inc. ("Addie"), which in turn is wholly owned by certain officers of the Company
loaned the Company $2,500,000 maturing on December 11, 2005 and accruing
interest at 12% per annum.

                                       5

<PAGE>

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

Expanding Customer Base

         In 1999 the Company turned the Pittsburgh brand beer "Prime Time" and
"Night Flight" into well known brands with a substantial customer base in the
metropolitan New York area. In 2004, these brands accounted for over 405,584
case sales (16 oz. equivalents).

         The Company has become an effective alternative for brands seeking
distribution in the difficult New York market. The Company will continue to look
at products that will compliment its existing brand portfolio and allow for
continued growth in its active customer base. To further this growth the Company
has initiated a plan to extend its direct distribution operation into the Long
Island, upstate New York markets as well as the neighboring states of
Pennsylvania, New Jersey and Connecticut.

Sales and Marketing

         The Company employs sales people to obtain new accounts for beer
distribution and to increase sales of beverages to existing accounts for such
products in their marketing territory. In addition to employing a sales staff,
the Company employs sales supervisors who oversee this effort. These supervisors
work on execution of the sales and marketing programs of the Company and
directly handle key accounts.

         The Company creates promotional materials to assist the distribution
and sales effort.

         The Company's sales personnel will continue to receive formal training
both at Company and brewery initiated seminars. The Company will continue to
utilize the efforts of a training coordinator to conduct seminars on such topics
as brewing processes, sales call role playing and time management.

         The supervisors are also responsible for preparing weekly schematics on
key store resets (both shelf and cooler) to secure the most visible positions
for maximum consumer exposure. Shelf allocations are periodically reviewed under
the supervision of the V.P. of Sales and Marketing to assure that space
allocations and placement comply with retailer policies, distribution,
philosophies and recommendations from suppliers.

                                       6

<PAGE>

         The Company offers bonuses to sales personnel who market and sell
additional product to existing customers and maintain established goals on
reorders of products. This incentive program is designed to achieve long and
steady growth for additional product placements.

Distribution

         The Company has implemented a strategy to achieve effective
distribution of their products in their territory. Under this strategy, the
Company acts as an exclusive distributor for its products subject to policies
and procedures determined by the brewers so that all orders for products come
through the Company. The products are sold into the marketplace in a variety of
ways.

         The Company maintains its pre-sell sales force to increase its direct
distribution in the entire metropolitan market. Beyond that and because of the
size of its territory the Company also relies on independent licensed beverage
wholesalers that are responsible for hiring and maintaining their own staffs and
trucking fleets to distribute their products to the wholesale and/or retail
customers.

         The Company's objective in utilizing these alternate means of
distribution to service each sector within the territory is to increase
effective sales and distribution efforts.

Advertising

         The Company intends to present to the trade and the consumer an ongoing
marketing campaign. To achieve this, the Company will establish and maintain an
advertising and marketing budget. Such budget will be used primarily to
participate in various advertising programs established by the breweries. A
proposed budget of $.05 per case based upon actual sales during Fiscal 2004 and
2005 will enable the Company to allocate toward advertising.

Employees

         As of December 31, 2004, the Company employed a staff of 99, including
9 sales managers, 27 sales people, 18 managerial/administrative and 45
distribution employees. The Company has a collective bargaining agreement with
Local 918 and has not experienced any work stoppages as a result of labor
disputes. The Company considers its employee relations to be good.

Competition

         The business conducted by the Company is highly competitive. As of
December 31, 2004, the Company competed with approximately 6 other companies in
the metropolitan New York area that are engaged in businesses that are
substantially similar to that engaged in by the Company. Some of the Company's
competitors are better capitalized, better financed more established and more
experienced than the Company and may offer beer, beverage and related products
at lower prices or concessions than the Company. Should the Company not be able
to compete effectively, its results of operations and financial condition could
be materially adversely affected.

                                       7

<PAGE>

Sources of Supply

         In addition to purchasing products directly from Pabst and Pittsburgh
Brewing, the Company intends to purchase products from a number of nationally
known beer and beverage companies. Since there are other manufacturers of
alcoholic and nonalcoholic products sold by the Company, the Company does not
anticipate difficulty in obtaining such products if its relationship with one or
more of its suppliers terminates. Management of the Company believes that except
for Pabst and Pittsburgh, the loss of any supplier will not adversely affect the
Company's business. Termination of the Company's Distributorship Agreement with
Pabst and/or Pittsburgh could have a materially adverse effect on the business
of the Company.

Seasonality

         The Company's business is subject to substantial seasonal variations.
Historically, a significant portion of the Company's net sales and net earnings
have been realized during the month of December and the months of May through
September, and levels of net sales and net earnings have generally been
significantly lower during the period from October through April (excluding
December). The Company believes that this is the general pattern associated with
other beverage distributors with which it competes. If for any reason the
Company's sales were to be substantially below seasonal norms during the month
of December and/or the months of May through September, the Company's
anticipated revenues and earnings could be materially and adversely affected.

                                       8

<PAGE>

Government Regulation

         Wholesale and retail distribution of alcoholic beverages is regulated
by federal and state law. The Company's business is highly regulated by federal,
state and local laws and regulations. The company must comply with extensive
laws and regulations regarding such matters as state and regulatory approval and
licensing requirements, trade and pricing practices, permitted and required
labeling, advertising, promotion and marketing practices, relationships with
distributors and related matters. Since the Company intends to distribute such
alcoholic beverages in New York State, the Company is required to obtain
authorization from the Federal Bureau of Alcohol, Tobacco and Firearms (BATF)
and the New York State Liquor Authority (SLA). The Company has received from the
BATF and SLA its required licenses. In the experience of management, although
such agencies may impose conditions on the grant of such licenses, such licenses
are ordinarily granted. In the event, either the SLA or the BATF should impose
conditions on the grant of such licenses, the Company intends to take all steps
necessary to satisfy such conditions. There can be no assurance that the various
governmental regulations applicable to the beverage industry will not be changed
so as to impose more stringent requirements on the Company. If the Company was
to fail to be in compliance with any applicable governmental regulation, such
failure could cause the Company's licenses to be revoked and have a material
adverse effect on the business of the Company. The Company's beer operations may
be subject to increased taxation by federal, state and local governmental
agencies as compared with those of non-alcohol related business. In addition, if
federal or state excise taxes are increased, the Company may have to raise
prices to maintain present profit margins. The Company does not believe that a
price increase due to increased taxes will reduce unit sales, but the actual
effect will depend on the amount of any such increase, general economic
conditions and other factors. Higher taxes may reduce overall demand for beer,
and thus negatively impact sales of the Company's beer products.

Risk Factors

         In addition to other information in this Annual Report on Form 10-K,
the following important factors should be carefully considered in evaluating the
Company and its business because such factors currently have a significant
impact on the Company's business, prospects, financial condition and results of
operations.

Risks related to our business

Our Business is Highly Competitive. The business conducted by the Company is
highly competitive. As of December 31, 2004, the Company competed with
approximately 6 other companies in the metropolitan New York area that are
engaged in businesses that are substantially similar to that engaged in by the
Company. Some of the Company's competitors are better capitalized, better
financed more established and more experienced than the Company and may offer
beer, beverage and related products at lower prices or concessions than the
Company. Should the Company not be able to compete effectively, its results of
operations and financial condition could be materially adversely affected.

                                       9

<PAGE>

We Depend On Our Agreements With Pabst And Pittsburgh Brewing. The Company is
dependent on its relationship with Pabst for a significant portion of its
anticipated future revenues. The Company anticipates that a substantial portion
of such future revenues will be derived from such relationship. In addition to
purchasing products directly from Pabst and Pittsburgh Brewing, the Company
intends to purchase products from a number of nationally known beer and beverage
companies. Since there are other manufacturers of alcoholic and nonalcoholic
products sold by the Company, the Company does not anticipate difficulty in
obtaining such products if its relationship with one or more of its suppliers
terminates. Management of the Company believes that except for Pabst and
Pittsburgh, the loss of any supplier will not adversely affect the Company's
business. Termination of the Company's distributorship agreement with Pabst
and/or Pittsburgh could have a materially adverse effect on the business of the
Company.

Our Business Is Subject To Seasonality And Fluctuation Of Quarterly Results Of
Operations. The Company's business is subject to substantial seasonal
variations. Historically, a significant portion of the Company's net sales and
net earnings have been realized during the month of December and the months of
May through September, and levels of net sales and net earnings have generally
been significantly lower during the period from October through April (excluding
December). The Company believes that this is the general pattern associated with
other beverage distributors with which it competes. If for any reason the
Company's sales were to be substantially below seasonal norms during the month
of December and/or the months of May through September, the Company's
anticipated revenues and earnings could be materially and adversely affected.

Our Business Is Subject To Government Regulation and the Possibility Of
Increased Governmental Regulation. Wholesale and retail distribution of
alcoholic beverages is regulated by federal and state law. The Company's
business is highly regulated by federal, state and local laws and regulations.
The company must comply with extensive laws and regulations regarding such
matters as state and regulatory approval and licensing requirements, trade and
pricing practices, permitted and required labeling, advertising, promotion and
marketing practices, relationships with distributors and related matters. Since
the Company intends to distribute such alcoholic beverages in New York State,
the Company is required to obtain authorization from the Federal Bureau of
Alcohol, Tobacco and Firearms (BATF) and the New York State Liquor Authority
(SLA). The Company has received from the BATF and SLA its required licenses. In
the experience of management, although such agencies may impose conditions on
the grant of such licenses, such licenses are ordinarily granted. In the event,
either the SLA or the BATF should impose conditions on the grant of such
licenses, the Company intends to take all steps necessary to satisfy such
conditions. There can be no assurance that the various governmental regulations
applicable to the beverage industry will not be changed so as to impose more
stringent requirements on the Company. If the Company was to fail to be in
compliance with any applicable governmental regulation, such failure could cause
the Company's licenses to be revoked and have a material adverse effect on the
business of the Company. The Company's beer operations may be subject to
increased taxation by federal, state and local governmental agencies as compared
with those of non-alcohol related business. In addition, if federal or state
excise taxes are increased, the Company may have to raise prices to maintain
present profit margins. The Company does not believe that a price increase due
to increased taxes will reduce unit sales, but the actual effect will depend on
the amount of any such increase, general economic conditions and other factors.
Higher taxes may reduce overall demand for beer, and thus negatively impact
sales of the Company's beer products.

                                       10

<PAGE>

Our Business Is Subject To Possible Increase In Government Taxation. The sale of
alcoholic beverages is a business that is highly regulated and taxed at the
federal, state and local levels. The Company's beer operations may be subject to
increased taxation by federal, state and local governmental agencies as compared
with those of non-alcohol related businesses. In addition, if federal or state
excise taxes are increased, the Company may have to raise prices to maintain
present profit margins. The Company does not believe that a price increase due
to increased taxes will reduce unit sales, but the actual effect will depend on
the amount of any such increase, general economic conditions and other factors.
Higher taxes may reduce overall demand for beer, and thus negatively impact
sales of the Company's beer products.

Our Financial Statements Include A Going Concern Opinion From Our Independent
Auditors. The Company received a going concern opinion on its financial
statements for fiscal 2004. Our auditors have stated that due to our lack of
profitability and our negative working capital, there is "substantial doubt"
about our ability to continue as a going concern. The going concern opinion from
our auditors may limit our ability to access certain types of financing, or may
prevent us from obtaining financing on acceptable terms.

Our Revenues May be Insufficient to Fund Our Operations and We May Need
Additional Financing. We believe that our anticipated cash flow from operations
could be adequate to fund our operations for the next fiscal year. There can be
no assurance, however, that we will not require additional financing prior to or
after such time. There can be no assurance that any additional financing will be
available to the Company on acceptable terms, or at all. If adequate funds are
not available, the Company may be required to delay, scale back or eliminate its
operational plans. Our inability to obtain additional financing could have a
material adverse effect on the Company's business, financial condition and
results of operations.

Terrorist Attacks Or Acts Of War May Seriously Harm Our Business. Terrorist
attacks or acts of war may cause damage or disruption to our company, our
employees, our facilities and our customers, which could impact our revenues,
expenses and financial condition. The terrorist attacks that took place in the
United States on September 11, 2001 were unprecedented events that have created
many economic and political uncertainties, some of which may materially and
adversely affect our business, results of operations, and financial condition.
The potential for future terrorist attacks, the national and international
responses to terrorist attacks, and other acts of war or hostility have created
many economic and political uncertainties, which could materially and adversely
affect our business, results of operations, and financial condition in ways that
we currently cannot predict.

A General Economic Downturn May Reduce Our Revenues. Worldwide economic
conditions may affect demand for our products. Consumer purchases of our
products may decline during recessionary periods and also may decline at other
times when disposable income is lower.

                                       11

<PAGE>

Loss Of Key Personnel  Could Adversely  Affect Our Business.  Our future success
depends to a significant degree on the skills, experience and efforts of Carmine
Stella, our President and Chief Executive  Officer.  The loss of the services of
Mr.  Stella could have a material  adverse  effect on our  business,  results of
operations  and  financial  condition.  We also  depend  on the  ability  of our
executive officers and other members of senior management to work effectively as
a team.  The loss of one or more of our executive  officers and other members of
senior management could have a material adverse effect on our business,  results
of operations and financial condition.

We May Not Be Able To Comply In A Timely Manner With All Of The Recently Enacted
Or Proposed Corporate Governance Provisions. Beginning with the enactment of the
Sarbanes-Oxley Act of 2002 in July 2002, a significant number of new corporate
governance requirements have been adopted or proposed. We believe that we
currently comply with all of the requirements that have become effective thus
far, and with many of the requirements that will become effective in the future.
Although we currently expect to comply with all current and future requirements,
we may not be successful in complying with these requirements at all times in
the future. In addition, certain of these requirements will require us to make
changes to our corporate governance practices. For example, one recent Nasdaq
rule approved by the Commission requires that a majority of our Board of
Directors be composed of independent directors by our 2004 Annual Meeting of
Stockholders. Currently, two (2) of the members of our Board of Directors are
considered to be independent. We may not be able to attract a sufficient number
of directors in the future to satisfy this requirement. Additionally, the
Commission recently passed a final rule that requires companies to disclose
whether a member of their Audit Committee satisfies certain criteria as a
"financial expert." We currently do not have an Audit Committee member that
satisfies this requirement and, we may not be able to satisfy this, or other,
corporate governance requirements at all times in the future, and our failure to
do so could cause the Commission or Nasdaq to take disciplinary actions against
us, including an action to delist our stock from the OTC Bulletin Board or any
other exchange or electronic trading system where our shares of common stock
trade.

Risks Related To Our Common Stock

Disappointing Quarterly Revenue Or Operating Results Could Cause The Price Of
Our Common Stock To Fall. Our quarterly revenue and operating results are
difficult to predict and may fluctuate significantly from quarter to quarter. If
our quarterly revenue or operating results fall below the expectations of
investors or securities analysts, the price of our Common Stock could fall
substantially.

Our Common Stock Is Particularly Subject To Volatility Because Of The Industry
That We Are In. The stock market in general has recently experienced extreme
price and volume fluctuations. In addition, the market prices of securities of
network marketing companies, have been extremely volatile, and have experienced
fluctuations that have often been unrelated or disproportionate to the operating
performance of such companies. These broad market fluctuations could adversely
affect the market price of our Common Stock.

                                       12

<PAGE>

Future Sales By Existing Security Holders Could Depress The Market Price Of Our
Common Stock. If our existing stockholders sell a large number of shares of our
Common Stock, the market price of the Common Stock could decline significantly.
Further, even the perception in the public market that our existing stockholders
might sell shares of Common Stock could depress the market price of the Common
Stock.

There Are Risks Associated With Our Stock Trading On The NASD OTC Bulletin Board
Rather Than A National Exchange. There are significant consequences associated
with our stock trading on the NASD OTC Bulletin Board rather than a national
exchange. The effects of not being able to list our securities on a national
exchange include:

-        Limited release of the market prices of our securities;
-        Limited news coverage of us;
-        Limited interest by investors in our securities;
-        Volatility of our stock price due to low trading volume;
-        Increased difficulty in selling our securities in certain states due to
         "blue sky" restrictions; and
-        Limited ability to issue additional securities or to secure additional
         financing.

There is No Assurance That An Active Public Trading Market Will Develop. There
has been an extremely limited public trading market for the Company's Common
Stock. There can be no assurances that a public trading market for the Common
Stock will develop or that a public trading market, if developed, will be
sustained. If for any reason a public trading market does not develop,
purchasers of the shares of Common Stock may have difficulty in selling their
securities should they desire to do so.

"Penny Stock" Regulations May Impose Certain Restrictions On The Marketability
of Our Securities. The Securities and Exchange Commission (the "Commission") has
adopted regulations which generally define "penny stock" to be any equity
security that has a market price (as defined) less than $5.00 per share, subject
to certain exceptions. Our Common Stock is presently subject to these
regulations which impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together with their
spouse). For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities and have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a "penny stock", unless
exempt, the rules require the delivery, prior to the transaction, of a risk
disclosure document mandated by the Commission relating to the "penny stock"
market. The broker-dealer must also disclose the commission payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the "penny stock" held in the account and information on the
limited market in "penny stocks". Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our securities and may negatively
affect the ability of purchasers of our shares of Common Stock to sell such
securities.

                                       13

<PAGE>

ITEM 2.  PROPERTIES.

         The main offices and warehouse location for products are at 700
Columbia Street, Erie Basin, Building #302, Brooklyn, New York 11231. There is
over 200,000 sq. ft. of usage at this location at a cost of $31,599.50 per
month. The lease on this location is with Erie Basin Marine Associates.
Management of the Company believes that the rent paid by the Company under this
lease is less than the fair market value of similar premises within the area in
which the Company's administrative offices are located.

         Management believes that the facilities used by it in the operation of
its business are adequately covered by insurance and are suitable and adequate
for their respective purposes.

ITEM 3.  LEGAL PROCEEDINGS.

         Management is not aware of any material legal proceedings pending
against the Company.

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

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered in this report.

                                       14

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON
                  EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Common Stock commenced trading on the Nasdaq SmallCap
Market on the effectiveness of the Company's Initial Public Offering on July 17,
1997 under the symbol "CBEV". The Common Stock is regularly quoted and traded on
the OTC Bulletin Board. The Company's securities were delisted by the NASDAQ
Stock Market on June 19, 2001.

         The following table indicates the high and low closing prices for the
Company's, Common Stock for the period from January 1, 2002 to December 31, 2004
based upon information supplied by the OTC Bulletin Board. Prices represent
quotations between dealers without adjustments for retail markups, markdowns or
commissions, and may not represent actual transactions.

2002 Fiscal Year                                    Quoted Price
----------------                                    ------------
                                               High             Low
                                               ----             ---
First Quarter                                   .50              .11
Second Quarter                                 1.17              .35
Third Quarter                                   .66              .17
Fourth Quarter                                  .25              .07

2003 Fiscal Year                                    Quoted Price
----------------                                    ------------
                                               High             Low
                                               ----             ---
First Quarter                                   .21              .08
Second Quarter                                  .43              .25
Third Quarter                                   .40              .23
Fourth Quarter                                  .51               .19

2004 Fiscal Year                                    Quoted Price
----------------                                    ------------
                                               High             Low
                                               ----             ---
First Quarter                                   .41              .25
Second Quarter                                  .35              .28
Third Quarter                                   .30              .16
Fourth Quarter                                  .25              .17

                                       15

<PAGE>

         On April 13, 2005 the closing price of the Common Stock as reported on
The OTC Bulletin Board was $.25. On April 13, 2005 there were 174 holders of
record of Common Stock.

Recent Sales of Unregistered Securities

         We did not sell any unregistered securities during the fourth quarter
of the fiscal year covered in this report.

Dividends

         We have not paid any cash dividends on our Common Stock to date and do
not anticipate declaring or paying any cash dividends in the foreseeable future.
In addition, future-financing arrangements, if any, may preclude or otherwise
restrict the payment of dividends.

Repurchases by the Company

         During the fourth quarter of 2004, we did not repurchase any shares of
our Common Stock on our behalf or for any affiliated purchase.

ITEM 6.  SELECTED FINANCIAL DATA.

         The following table contains our selected consolidated financial data
and is qualified in its entirety by the more detailed consolidated financial
statements and notes thereto included elsewhere in this report. Historical
results are not necessarily indicative of future results.


<TABLE>
<CAPTION>

                                                                               December 31,
                                                -------------- -------------- ------------- ------------- ------------
                                                    2004           2003           2002          2001         2000
                                                -------------- -------------- ------------- ------------- ------------
Consolidated Statement of Operations Data:
<S>                                               <C>            <C>           <C>           <C>          <C>
Net sales                                         $27,615,065    $28,300,623   $28,838,216   $21,337,676  $17,172,121
Gross profit                                        7,198,729      7,538,223     7,243,114     5,371,733    2,635,019
Selling and delivery                                1,531,226      1,383,166     1,393,461     1,127,041    1,214,593
General and administrative expenses                     5,777          5,187        10,710     5,335,778    2,418,094
Non-cash compensation                                  91,724         98,276             -             -            -
Impairment of distribution license                  3,336,744              -             -             -            -
Income (loss) from operations                      (3,538,101)       567,307      (436,479)   (1,091,086)    (997,658)
Interest expense                                     (738,812)      (543,136)     (473,275)     (341,985)     (26,183)
Cumulative effect of change in accounting
     principle                                              -              -      (860,000)            -            -
Gain on sale of distribution rights                                                            2,005,617            -
Net income (loss)                                  (4,276,913)        24,171    (1,769,754)      572,546   (1,023,841)

Diluted income (loss) from continuing                  $(1.13)         $0.01        $(0.55)        $0.22       $(0.42)
     operations per share:
Diluted weighted-average number of shares           3,792,045      3,792,045     3,229,545     2,628,409    2,528,409
     outstanding:

Consolidated Balance Sheet Data (at end
 of period):
Cash and cash equivalents                             $96,220       $189,276      $120,242    $2,272,786     $191,342
Working capital                                    (4,915,762)    (4,028,322)   (2,418,137)   (1,037,327)     592,543
Total assets                                        4,521,860      8,153,142     7,697,358    10,228,453    2,953,528
Total debt                                          4,630,999      4,601,761     4,472,282     5,181,933      485,252
Total stockholders' equity (deficit)               (3,509,266)       675,923       553,476     2,274,140    1,321,594
</TABLE>


                                       16

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial operations and financial
conditions. This discussion should be read in conjunction with the financial
statements and notes thereto appearing elsewhere herein.

Results of Operations

Year Ended December 31, 2004 Compared To Year Ended December 31, 2003

         Net sales for the twelve months ended December 31, 2004 were
$27,615,065, reflecting a decrease of $685,558 or 2% from the $28,300,623 of net
sales for the twelve months ended December 31, 2003. This decrease in the twelve
months ended December 31, 2004 resulted primarily from the following events:
poor weather conditions throughout the year; transshipped product from outside
our authorized territory by neighboring Pabst wholesalers, and the increase in
price on our number one selling package, Colt 45 22oz.

         Cost of sales was $20,416,336 or 73.9% of net sales for the twelve
months ended December 31, 2004, as compared to $20,762,400 or 73.4% of net sales
for the twelve months ended December 31, 2003. The cost of sales as a percentage
of net sales is on target with management projections. The first quarter of the
year reflected higher costs due to discounting and quantity purchases to drive
sales prior to our price increase on April 1, 2004. The second, third and fourth
quarters stabilized our costs of sales percentage due to an inventory buildup at
lower cost prior to our price increase.

         Selling, general and administrative expenses for the twelve months
ended December 31, 2004 were $7,308,362 as compared to $6,872,640 for the
respective 2003 period, reflecting a 6% increase in overall expenses. The
increase in the twelve months ended December 31, 2004 was due primarily to the
substantial increase in our sales volume in the month of March due to the
anticipation of a price increase in April of 2004, as well as the increased cost
in union, transportation delivery cost, insurance and health benefits we
incurred.

         Non-cash compensation of $91,724 and $98,276 for the year ended
December 31, 2004 and 2003, respectively is the amortization of deferred
compensation for warrants issued in the fourth quarter of 2003.

                                       17

<PAGE>

         At December 31, 2004, we recorded an impairment of our distribution
license in the amount of $3,336,744. The decision to impair our distribution
license was based on our net loss for the year ended December 31, 2004. We had
revised our cash flow recoverability analysis to include the year ended December
31, 2004. The cash flow analysis showed that the Company will recover
approximately $1,021,000 twenty years from the balance sheet date.

         Interest expense for the twelve month period ended December 31, 2004
was $738,812 compared to $543,136 for the respective 2003 period. The increase
in the twelve month period ended December 31, 2004 was due primarily to the
refinancing of our credit facility in December of 2003. Management negotiated
and finalized a new line of credit paying a higher interest rate than previous,
however, the positive trade off is that there was a zero amortization on this
loan for a period of two years affording Capital a favorable impact on cash
flow.

Liquidity and Capital Resources

Year Ended December 31, 2004 Compared To Year Ended December 31, 2003

         Cash used in operations for the twelve months ended December 31, 2004
was $(452,480). This was primarily due to the decrease in inventory coupled with
the increase in accounts receivable offset by an increase in accounts payable.

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

         Working capital deficiency increased from ($4,028,322) at December 31,
2003 to ($4,915,762) at December 31, 2004 due to the net loss incurred for the
twelve months.

         At December 31, 2004 the Company's primary sources of liquidity were
$96,220 in cash, $698,792 in accounts receivable and $2,097,338 in inventories.

Results of Operations

Year Ended December 31, 2003 Compared To Year Ended December 31, 2002

         Net sales for the year ended December 31, 2003 were $28,300,623,
reflecting a decrease of $537,593 or 1.9% from the $28,838,216 of net sales for
the year ended December 31, 2002. The decrease in the year ended December 31,
2003 resulted primarily from the shift in product mix in our sales department in
two separate areas. The increased competition in the non exclusive segment of
imported Russian Beer as well as the saturation of new energy drinks in the New
York market.

                                       18

<PAGE>

         Cost of sales was $20,762,400 or 73.4% of net sales for the year ended
December 31, 2003, as compared to $21,595,102 or 74.9% of net sales for the year
ended December 31, 2002. The decrease in cost of goods sold as a percentage of
sales for the year ended December 31, 2003, was due to changes in our
discounting policies which management put into effect in the last two quarters
of 2002, as well as favorable return rate on unredeemed deposits.

         Selling, general and administrative expenses for the year ended
December 31, 2003 were $6,970,916 as compared to $7,679,593 for the respective
2002 period, reflecting a 9% improvement in overall expenses. The decrease in
the twelve months ended December 31, 2003 was due primarily to the substantial
cuts that management had implemented in the last half of the year 2002.
Personnel reductions were made in both selling and distribution. The management
has also reduced upper and middle management compensation between 10-30%. These
cost cutting measures are still in effect going forward in the year 2004.

         Interest expense for the twelve month period ended December 31, 2003
was $543,136 as compared to $473,275 for the respective 2002 period. The
increase in the twelve month period ended December 31, 2003 was due primarily to
interest paid on the Entrepreneur Growth Capital line of credit which in some
cases were over the allowable caps which were in place in our present agreement.

         Management has secured in December 2003 both a new revolver and term
credit facility which is more appropriate to serving Capital's present and
future growth plans.

Liquidity and Capital Resources

Year Ended December 31, 2003 Compared To Year Ended December 31, 2002

         Cash provided by operations for the twelve months ended December 31,
2003 was $83,598. This was primarily due to the increase in accounts payable for
the 12 month period ended December 31, 2003.

         Working capital deficiency increased from ($2,418,137) at December 31,
2002 to ($4,028,322) at December 31, 2003 due to the Company's decision to pay
off additional long term debt.

         At December 31, 2003 the Company's primary sources of liquidity were
$189,276 in cash, $550,142 in accounts receivable and $2,500,218 in inventories.

                                       19

<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 8.  FINANCIAL STATEMENTS.

         See financial statements following Item 15 of this Annual Report on
Form 10-K.

ITEM 9.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         There were no changes in or disagreements with our accountants on
accounting or financial disclosure during the period covered by this report.

ITEM 9A. CONTROLS AND PROCEDURES.

         We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our Securities Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Treasurer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, as ours are designed to do, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

         Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Treasurer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e). Based upon that evaluation, the Company's Chief Executive Officer
and Treasurer concluded that the Company's disclosure controls and procedures
are effective in enabling the Company to record, process, summarize and report
information required to be included in the Company's periodic SEC filings within
the required time period.

         There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

                                       20

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors and Executive Officers

         The names and ages of the directors, executive officers and significant
employees, and promoters of the Company are set forth below.

      Name                   Age       Position Held

Carmine N. Stella            52        President, Chief Executive Officer,
                                       Chairman of the Board of Directors

Anthony Stella               53        Vice President of Sales and Marketing

Carol Russell                49        Secretary, Treasurer and Director

Joseph M. Luzzi*             57        Director

Michael Matrsciani           49        Director

Daniel Matrisciani           58        Director and Vice President of Operations

Vito Cardinale*              45        Director
-----------------------
*  Member of the Compensation Committee and/or Audit Committee.

         Carmine N. Stella - Mr. Stella has served as President, Chief Executive
Officer and Chairman of the Board of Directors of the Company since its
inception in December 1995. From 1991 to the present, Mr. Stella has been the
sole officer, director and shareholder of VSI, a wholesale and retail seller of
alcoholic and nonalcoholic beverages with $12,000,000 of sales during fiscal
1994 and $7,000,000 of sales during fiscal 1995. From 1986 to 1990, Mr. Stella
served as President and a director of Gotham Wholesale Beer Distributors, a beer
and non-alcoholic beverage wholesaler with annual sales in excess of
$20,000,000. Mr. Stella served as a President and Director of the Empire State
Beer Distributors Association from 1984 to 1988. Mr. Stella received a B.B.A. in
Accounting from Bernard M. Baruch College, New York, New York in 1973.

         Anthony  Stella.  Mr.  Stella  has served as Vice  President  - Sales
and  Marketing  and an  employee  of the  Company  since inception.  Mr. Stella
has acted as executive sales manager for Vito Santoro,  Inc.,  Gotham Wholesale
Beer, Inc., Miller Home Service, Inc. and College Point Beer Distributors over
the past 15 years .  Anthony Stella is the brother of Carmine Stella.

                                       21

<PAGE>

         Carol Russell - Mrs.  Russell has served as  Secretary,  Treasurer and
a Director of the Company  since  February  1996.  From 1991. Mrs. Russell has
also served as Controller and Operations  Manager of VSI from 1991 to the
present.  Mrs. Russell  graduated from Central Commercial High School in New
York City in 1973.

         Joseph M. Luzzi - Mr.  Luzzi has been a  Director  of the Company since
October  29,  1997.  Mr.  Luzzi has also  served as President,  Chief  Executive
Officer and Chairman of the Board of Directors of Boro  Recycling,  Inc.  since
its inception in December 1980.  From 1973 to 1980,  Mr. Luzzi was the New York
City sales  manager for the Sunshine  Biscuit  Company, a subsidiary of American
Brands, Inc. Mr. Luzzi attended New York City Community College from 1967 to
1969.

         Michael  Matrisciani - Mr.  Matriscinai  has been a Director of the
Company since June 2001. Mr.  Matrisciani has been in the beverages distribution
his entire  career.  He managed a group of  beverage  centers for years  before
entering  into the  wholesale business.  Mr.  Matrisciani  started with Prospect
Beverages,  Inc. as a sales  manager and went on to become a principal and CFO.
He has  certificates in finance and real estate from NYU in NYC. He is also a
Dale Carnegie  graduate.  Mr.  Matrisciani is a board member of the New York
State  Beer  Wholesalers  association  and board member of SCI, an international
conservation  and  humanitarian organization.

         Daniel  Matrisciani - Mr.  Matrisciani has been a Director and Vice
President of Operations  since June 2001. Mr.  Matrisciani has been  involved in
the beer  business for almost 40 years.  He has successfully owned and operated,
with his partners a chain of Thrifty Beverage Centers in the NYC market place.
Mr.  Matrisciani was a principal and director of wholesaler  relations with
Prospect Beverages,  Inc. a company he founded  with his  partners in 1981.  Mr.
Matrisciani  is a decorated  veteran of the Vietnam  conflict, having served as
a crew chief on a UH-1B helicopter gunship (huey).

         Vito Cardinale - Mr.  Cardinale has been a Director of the Company
since June 2001. Mr.  Cardinale has held various  positions as President and CEO
of Cardinale  Enterprises Inc., a real estate holding and business venture
corporation.  With holdings in various companies  from 1981 to the present.  Mr.
Cardinale is currently  CEO of School Time  Products,  Inc.,  an  educational
publisher and wholesaler  distributor to the New York City Board of Education.
He is also President,  and CEO, of Unlimited Office  Products,  Inc., an office
equipment  company,  PC and technology  company selling throughout the New York
City metropolitan area. Mr. Cardinale holds a B.S. degree in Industrial and
Mechanical  Engineering  from the City University of N.Y. Mr.  Cardinale has
held positions as President, Vice  President  and Board  Member for  various
organizations,  such as Gateway  Rotary,  Chamber  of  Commerce,  YMCA and Make
A Wish Foundation  (Rainbow's  Hope). He is also a life member of Safari Club
International,  North American Hunting Club, Buck Masters,  the Sheep
Foundation, Bass Masters and other various sporting organizations throughout the
world.

                                       22

<PAGE>

         The Company has established a compensation committee and an audit
committee. The compensation committee reviews executive salaries, administers
any bonus, incentive compensation and stock option plans of the Company,
including the Company's 1996 Incentive Stock Option Plan, and approves the
salaries and other benefits of the executive officers of the Company. In
addition, the compensation committee consults with the Company's management
regarding pension and other benefit plans, and compensation policies and
practices of the Company. The compensation committee consists of Vito Cardinale
and Joseph Luzzi.

         The audit committee reviews, among other matters, the professional
services provided by the Company's independent auditors, the independence of
such auditors from management of the Company, the annual financial statements of
the Company and the Company's system of internal accounting controls. The audit
committee also reviews such other matters with respect to the accounting,
auditing and financial reporting practices and procedures of the Company as it
may find appropriate or as may be brought to its attention.

         The audit committee has reviewed and discussed the audited financial
statements included in the Company's Form 10-K for the fiscal year ended
December 31, 2004 with management. The audit committee has received the written
disclosures and the letter from the independent accountants reviewed by
Independence Standards Board Standard No. 1, as may be modified or supplemented,
and discussed with the auditors the auditors' independence.

         Based on the review and discussions noted above, the audit committee
recommended to the Board of Directors that the audited financial statements be
included in the Company 2004 Form 10-K.

         The audit committee consists of two members Vito Cardinale and Joseph
Luzzi, both of whom are "independent" for purposes of stock exchange listing
standards. The audit committee does not currently have an individual who
qualifies as an "audit committee financial expert" as defined by the rules of
the Securities and Exchange Commission.

Code of Ethics

         We have adopted a Code of Business Conduct and Ethics that applies to
our employees, officers (including our principal executive officer, principal
financial officer and controller) and directors. The Code of Business Conduct
and Ethics is not currently posted on our website but can be obtained free of
charge by sending a request to our Corporate Secretary at our address. Any
changes to or waivers under the Code of Business Conduct and Ethics as it
relates to our principal executive officer, principal financial officer,
controller or persons performing similar functions will be disclosed on our
website.

Compliance with Section 16(a) of The Securities Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

                                       23

<PAGE>

         To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company during the year ended December 31, 2004,
all Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were satisfied.

ITEM 11. EXECUTIVE COMPENSATION.

         The following table sets forth the compensation paid to the Named
Executive Officers for the fiscal years ending December 31, 2002, 2003 and 2004.

                           Summary Compensation Table

<TABLE>
<CAPTION>

                                        Annual Compensation Awards                   Long-Term Compensation
-------------------------------------------------------------------                  -----------------------
        (a)                         (b)       (c)                  (d)                     (e)                       (f)

                                                              Other Annual            Restricted                Stock Option
Name and Principal Position         Year    Salary            Compensation              Award                      Grants
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>     <C>                         <C>                 <C>                        <C>
Carmine N. Stella                   2004    $208,796.88                -0-                 -0-                        -0-
President, Chief Executive Officer, 2003    $205,019.64                -0-                 -0-                        -0-
Chairman of the Board               2002    $241,105.07                -0-                 -0-                        -0-


Anthony Stella                      2004    $133,272.52                -0-                 -0-                        -0-
Vice President of Sales             2003    $128,258.12                -0-                 -0-                        -0-
and Managing Director               2002    $151,709.02                -0-                 -0-                        -0-


Carol Russell                       2004    $64,670.38                 -0-                 -0-                        -0-
Secretary Treasurer                 2003    $65,784.96                 -0-                 -0-                        -0-
and Director                        2002    $80,868.60                 -0-                 -0-                        -0-


Daniel Matrisciani                  2004    $131,797.02                -0-                 -0-                        -0-
Vice President of                   2003    $133,075.80                -0-                 -0-                        -0-
Operations and Director             2002    $155,647.94                -0-                 -0-                        -0-

</TABLE>


         There were no options granted or exercised during the last fiscal year
to the Company's Chief Executive Officer and the other executive officers named
in the above Summary Compensation Table.

         Each director of the Company is entitled to receive reasonable
out-of-pocket expenses incurred in attending meetings of the Board of Directors
of the Company. The members of the Board of Directors meet at least quarterly
during the Company's fiscal year, and at such other times duly called.

                                       24

<PAGE>

Employment Agreements

         The Company entered into an employment agreement with Mr. Stella on
October 1, 1996 which provides for a three-year term and includes annual
compensation of $300,000, plus certain fringe benefits including health and life
insurance. The contract was renewed for another three years and expired in
October, 2003. In June 2004, Mr. Stella's employment agreement was extended for
an additional two years in accordance with the terms of his expired contract.

         As of June 2001, the Company entered into an employment agreement with
Alex Matrisciani pursuant to which Mr. Matrisciani agreed to serve as the
Company's director of supplier relationships. The term of Mr. Matrisciani's
employment under the agreement is three years with options in favor of Mr.
Matrisciani to extend the term for an additional two years. In June 2004, Mr.
Matrisciani's employment agreement was extended for an additional two years. The
Company agreed to pay Mr. Matrisciani an annual base salary of $172,000. Mr.
Matrisciani's employment agreement contains other customary provisions including
provisions regarding confidentiality and solicitation.

         As of June 2001, the Company entered into an employment agreement with
Daniel Martisciani pursuant to which Mr. Matrisciani agreed to serve as the
Company's vice president of operations. The term of Mr. Matrisciani's employment
under the agreement is three years with options in favor of Mr. Matrisciani to
extend the terms of an additional two years. In June 2004, Mr. Matrisciani's
employment agreement was extended for an additional two years. The Company
agreed to pay Mr. Matrisciani an annual base salary of $192,000. In addition to
the base salary, Mr. Matrisciani is entitled to receive bonuses based upon the
Company's performance. Mr. Matrisciani's employment agreement contains other
customary provisions including provisions regarding confidentiality and
solicitation.

         As of June 2001, the Company entered into an employment agreement with
Michael Matrisciani pursuant to which Mr. Matrisciani agreed to serve as the
Company's director of administration. The term of Mr. Matrisciani's employment
under the agreement is three years in favor of Mr. Matrisciani to extend the
term for an additional two years. In June 2004, Mr. Matrisciani's employment
agreement was extended for an additional two years. The Company agreed to pay
Mr. Matrisciani an annual base salary of $192,000. In addition to the base
salary, Mr. Matrisciani is entitled to receive bonuses based upon the Company's
performance. Mr. Matrisciani's employment agreement contains other customary
provisions including provisions regarding confidentiality and solicitation.

         As of June 2001, the Company entered into an employment agreement with
Monty Martisciani pursuant to which Mr. Matrisciani agreed to serve as the
Company's director of sales and marketing. The term of Mr. Matrisciani's
employment under the agreement is three years with options in favor of Mr.
Matrisciani to extend the terms of an additional two years. In June 2004, Mr.
Matrisciani's employment agreement was extended for an additional two years. The
Company agreed to pay Mr. Matrisciani an annual base salary of $192,000. In
addition to the base salary, Mr. Matrisciani is entitled to receive bonuses
based upon the Company's performance. Mr. Matrisciani's employment agreement
contains other customary provisions including provisions regarding
confidentiality and solicitation.

                                       25

<PAGE>

         As of June 2001, the Company entered into an employment agreement with
Anthony Stella pursuant to which Mr. Stella agreed to serve as the Company's
vice president of sales and marketing. The term of Mr. Stella's employment under
the agreement is three years with options in favor of Mr. Stella to extend the
terms of an additional two years. In June 2004, Mr. Stella's employment
agreement was extended for an additional two years. The Company agreed to pay
Mr. Stella an annual base salary of $190,000. In addition to the base salary,
Mr. Stella is entitled to receive bonuses based upon the Company's performance.
Mr. Stella's employment agreement contains other customary provisions including
provisions regarding confidentiality and solicitation.

         All financial consideration in each of the aforementioned employment
agreements were reduced by thirty percent (30%) for an undetermined period of
time.

Stock Option Plans and Agreements

         The Company's 1996 Incentive Stock Option Plan was approved by the
Board of Directors and holders of Common Stock of the Company on June 19, 1996
to provide for the grant of incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986 to officers and employees of
the Company. A total of 350,000 shares of Common Stock has been authorized and
reserved for issuance under the 1996 Incentive Stock Option Plan, subject to
adjustment to reflect changes in the Company's capitalization in the case of a
stock split, stock dividend or similar event. 175,000 options have been granted
under the Company's 1996 Incentive Stock Option Plan. The 1996 Incentive Stock
Option Plan will be administered by the Compensation Committee, which has the
sole authority to interpret the 1996 Incentive Stock Option Plan, to determine
the persons to whom options will be granted, to determine the basis upon which
the options will be granted, and to determine the exercise price, duration and
other terms of options to be granted under the 1996 Incentive Stock Option Plan;
provided that, (i) the exercise price of each option granted under the 1996
Incentive Stock Option Plan may not be less than the fair market value of the
Common Stock on the day of the grant of the option, (ii) the exercise price must
be paid in cash and or stock upon exercise of the option, (iii) no option may be
exercisable for more than 10 years after the date of grant, and (iv) no option
is transferable other than by will or the laws of descent and distribution. No
option is exercisable after an optionee ceases to be employed by the Company or
a subsidiary of the Company, subject to the right of the Compensation Committee
to extend the exercise period for not more than 90 days following the date of
termination of an optionee's employment. If an optionee's employment is
terminated by reason of disability, the Compensation Committee has the authority
to extend the exercise period for not more than one year following the date of
termination of the optionee's employment. If an optionee dies holding options
that were not fully exercised, such options may be exercised in whole or in part
within one year of the optionee's death by the executors or administrators of
the optionee's estate or by the optionee's heirs. The vesting period, if any,
specified for each option will be accelerated upon the occurrence of a change of
control or threatened change of control of the Company.

                                       26

<PAGE>

         The Company's 2003 Stock Option Plan, which was subject to shareholder
approval, was approved by the Compensation Committee and ratified by the Board
of Directors on December 30, 2003 and February 20, 2004, respectively. A total
of 1,500,000 shares of Common Stock were authorized and reserved for issuance
under the 2003 Stock Option Plan, subject to adjustment to reflect changes in
the Company's capitalization in the case of a stock split, stock dividend or
similar event. In December 2003, the Company granted 1,500,000 non-qualified
options to employees and officers of the Company pursuant to the 2003 Stock
Option Plan exercisable for 10 years at $.23 per share. Subsequently, the
Compensation Committee and Board of Directors elected not to submit the 2003
Stock Option Plan to the shareholders for approval in order to avoid the expense
of seeking shareholder approval. Since the 2003 Stock Option Plan was not
approved by the shareholders of the Company within twelve months and in
accordance with the terms of the plan, it automatically terminated. In
accordance with the terms of the plan, any options issued and outstanding prior
to termination, remain outstanding and continue to have full force and effect.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

         The following table sets forth as of April 13, 2005, certain
information with respect to the beneficial ownership of Common Stock by each
person or entity known by the Company to be the beneficial owner of 5% or more
of such shares, each officer and director of the Company, and all officers and
directors of the Company as a group:




Name and Address of      Shares of Common               Percentage (%) of
Beneficial Owner           Stock Owned (3)              Common Stock (3)
-----------------        ----------------               ----------------

Carmine Stella              712,500                              18.8%

Anthony Stella              237,500                               6.3%

Carol Russell                   0                                   0%

Joseph Luzzi                    0                                   0%

Alex Matrisciani(2)         237,500                               6.3%

Michael Matrisciani(2)      237,500                               6.3%

Daniel Matrisiciani(2)      237,500                               6.3%

Vito Cardinale                  0                                   0%

Monty Matrisciani(2)        237,500                               6.3%

Casimir Capital L.P.      1,000,000(4)                           20.9%
100 Broadway, 11th Floor
New York, NY 10005
All officers and
directors as a group      1,900,000                                50%
(nine (9) persons)

                                       27

<PAGE>

(1)      The address of each Stockholder shown above except as otherwise
         indicated is c/o Capital Beverage  Corporation,  700 Columbia Street,
         Erie Basin, Building # 302, Brooklyn, New York 11231.
(2)      Alex Matrisciani, Michael Matrisciani, Daniel Matrisciani and Monty
         Matrisciani are brothers. Daniel Matrisciani and Michael Mastrisciani
         are each a director of the Company.
(3)      Beneficial ownership as reported in the table above has been determined
         in accordance with Item 403 of Regulation S-K of the Securities Act of
         1933 and Rule 13(d)-3 of the Securities Exchange Act, and based upon
         3,792,045 shares of Common Stock outstanding.
(4)      Includes warrants to purchase an aggregate of 1,000,000 shares of
         Common Stock, exercisable at $1.00 per share. Casimir Capital L.P. is
         delinquent in its filing of Schedule 13D and Form 3 with the Securities
         and Exchange Commission.






























                                       28

<PAGE>



         The following table presents information as of April 13, 2005 with
respect to compensation plans under which equity securities were authorized for
issuance by the Company.

<TABLE>
<CAPTION>

                      Equity Compensation Plan Information

------------------------------- ---------------------------- --------------------------- ----------------------------
                                                                                            Number of securities
                                                                                           remaining available for
                                Number of Securities to be                                  future issuance under
                                  issued upon exercise of                                 equity compensation plans
                                   outstanding options,      Weighted-average exercise      (excluding securities
                                    warrants and rights         price of outstanding       reflected in column (a)
                                                               options, warrants and
        Plan category                                                  rights
------------------------------- ---------------------------- --------------------------- ----------------------------
                                            (a)                          (b)                         (c)
------------------------------- ---------------------------- --------------------------- ----------------------------
<S>                                          <C>
  Equity compensation plans
approved by security holders                 0                           --                          --
------------------------------- ---------------------------- --------------------------- ----------------------------
Equity compensation plans not
     approved by security
          holders                        1,850,000                      $.62                          0
------------------------------- ---------------------------- --------------------------- ----------------------------
         Total                           1,850,000                      $.62                          0
------------------------------- ---------------------------- --------------------------- ----------------------------
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         On December 11, 2003, the Park Slope Group, LLC ("LLC"), a single
member limited liability company whose sole member is Addie Realty Properties,
Inc. ("Addie"), which in turn is wholly owned by certain officers of the Company
loaned the Company $2,500,000 maturing on December 11, 2005 and accruing
interest at 12% per annum.

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

                                       29

<PAGE>

         In 2002, the Company's recycling services were provided by an entity
whose principal shareholder, Joseph Luzzi, is also a director of the Company.
The services provided were compensated through the value of scrap material
picked up by Boro Recycling.

         Although the Company has no present intention of entering into any
affiliated transactions, the Company believes that material affiliated
transactions between the Company and its directors, officers, principal
shareholders or any affiliates thereof should be in the future on terms no less
favorable than could be obtained from unaffiliated third parties.

         With respect to each of the foregoing transactions, the Company
believes that the terms of such transactions were as fair to the Company as
could be obtained from an unrelated third party. Future transactions with
affiliates will be on terms no less favorable than could be obtained from
unaffiliated parties and will be approved by a majority of the independent
and/or disinterested members of the board of directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Other Professional Fees

         Consistent with the Audit Committee's responsibility for engaging our
independent auditors, subsequent to January 1, 2005, all audit and permitted
non-audit services require pre-approval by the Audit Committee. Subsequent to
January 1, 2005, all services performed by the auditors will be pre-approved.

         During the fiscal years ended December 31, 2004 and 2003 fees for
services provided by Sherb & Co., LLP were as follows (rounded to the nearest
$1,000):

Audit Fees

         The aggregate fees billed to the Company by Sherb & Co., LLP for the
audit of our annual financial statements for the years ended December 31, 2004
and for the review of our quarterly reports on Form 10-Q for the same year
totaled $43,500. The aggregate fees billed to the Company by Sherb & Co., LLP
for the audit of our annual financial statements for the years ended December
31, 2003 and for the review of our quarterly reports on Form 10-Q for the same
year totaled $41,000.

                                       30

<PAGE>

Audit Related Fees

         There were no fees paid to Sherb & Co., LLP for services rendered in
connection with employee benefit plan audits, SEC registration statements, due
diligence, assistance and consultation on financial accounting and reporting
standards during the years ended December 31, 2004 and 2003.

Financial Information Systems Design and Implementation Fees

         There were no fees paid to Sherb & Co., LLP for financial information
systems design or implementation during the years ended December 31, 2004 and
2003.

Tax Fees

          There were no fees paid to Sherb & Co., LLP for services rendered in
connection with tax audits and appeals, advise on mergers and acquisition and
technical assistance during the years ended December 31, 2004 and 2003.

All Other Fees

         There were no additional fees paid to Sherb & Co., LLP for professional
fees related to all other services during fiscal years ended December 31, 2004
and 2003.

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1)   Financial Statements.
                                      Index

         Independent Auditors' Report                                  F - 2

         Consolidated Financial Statement

            Consolidated Balance Sheet                                 F - 3
            Consolidated Statements of Operations                      F - 4
            Consolidated Statements of Stockholders' Equity            F - 5
            Statements of Cash flows                                   F - 6
            Notes to Financial Statements                              F - 7 -18

(a)(2)   Financial Statement Schedules.

                                       31

<PAGE>

(b)      Exhibits

1.1      Form of Underwriting Agreement.*

1.2      Form of Agreement Among Underwriters.*

1.3      Form of Selected Dealer Agreement.*

3.1      Certificate of Incorporation.*

3.2      Certificate of Designations, As Amended, Relating to Series A Preferred
         Stock.*

3.3      Form of Certificate of Designations Relating to Series B Preferred
         Stock.*

3.4      ByLaws.*

4.1      Specimen Common Stock Certificate.*

4.2      Specimen Series A Preferred Stock Certificate.*

4.3      Specimen Series B Preferred Stock Certificate.*

4.4      Specimen Class A Warrant Certificate.*

4.5      Form of Convertible Bridge Note.*

4.6      Form of Class A Warrants Issued to Certain Members of Management.*

4.7      Form of Class A Warrants Issued in 1996 Private Placement Financing.*

4.8      Form of Representative's Unit Purchase Option Agreement.*

4.9      Form of Warrant Agreement.*

10.1     Agreement with Consolidated Beverage Corp. relating to Pabst
         Distribution Rights *

10.2     Form of Series of Promissory Notes to Consolidated Beverage
         Corporation *

10.3     Bill of Sale from Consolidated Beverage Corp. to Registrant.*

10.4     Distributorship Agreement with Pabst Brewing Company *

10.5     Agency Agreement with Vito Santoro, Inc.*

10.6     Employment Agreement between Registrant and Carmine N. Stella.*

                                       32

<PAGE>

10.7     1996 Incentive Stock Option Plan.*

10.8     Agreement with Carmine N. Stella relating to Option to acquire Vito
         Santoro, Inc.*

10.9     Merger Agreement relating to Vito Santoro, Inc.*

10.10    Asset Purchase Agreement, dated as of May 4, 2001 between Registrant
         and Prospect Beverage Corporation (Incorporated by reference to
         Registrant's Current Report on Form 8-K filed on May 14, 2001.)

10.11    Voting Agreement, dated as of June 29, 2001, among Carmine Stella and
         Anthony Stella, Monty Matrisciani, Michael Matrisciani, Daniel
         Matrisciani and Alex Matrisciani, Registrant and Prospect Beverage
         Corporation (Incorporated by reference to Registrant's Current Report
         on Form 8-K/A filed on December 31, 2001.)

10.12    Employment Agreement, dated as of June 29, 2001, between Registrant and
         Alex Matrisciani. (Incorporated by reference to Registrant's Annual
         Report on Form 10-KSB for the annual period ending December 31, 2001.)

10.13    Employment Agreement, dated as of June 29, 2001 between Registrant and
         Daniel Matrisiciani. (Incorporated by reference to Registrant's Annual
         Report on Form 10-KSB for the annual period ending December 31, 2001.)

10.14    Employment Agreement, dated as of June 29, 2001, between Registrant and
         Michael Matrisiciani. (Incorporated by reference to Registrant's Annual
         Report on Form 10-KSB for the annual period ending December 31, 2001)

10.15    Employment Agreement, dated as of June 29, 2001, between Registrant and
         Monty Matrisiciani. (Incorporated by reference to Registrant's Annual
         Report on Form 10-KSB for the annual period ending December 31, 2001.)

10.16    2003 Stock Option Plan

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

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

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

* Incorporated by reference to Registrant's Registration Statement on Form SB-2,
and amendments thereto, Registration No. 333-9995 declared effective on July 17,
1997.

(c)      Reports on Form 8-K.

None.

                                       33

<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly executed on this 15th day of April, 2005.

                                                 CAPITAL BEVERAGE CORPORATION


                                           By:/s/ Carmine N. Stella
                                                  ------------------------------
                                                  Carmine N. Stella
                                          President, Chief Executive Officer
                                          and Chairman of the Board of Directors

         In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant in the capacities and on the dates
indicated

Signature                                    Title                     Date

/s/ Carmine N. Stella               Chief Executive Officer,      April 15, 2005
-----------------------------       President and Chairman of
Carmine N. Stella                   the Board of Directors



/s/Carol Russell                    Secretary and Treasurer       April 15, 2005
----------------------------        and Director
Carol Russell

/s/ Joseph Luzzi                    Director                      April 15, 2005
----------------------------
Joseph Luzzi

/s/ Anthony Stella                  Vice President of Sales       April 15, 2005
-----------------------------       and Managing Director
Anthony Stella

/s/ Michael Matrisciani             Director                      April 15, 2005
----------------------------
Michael Matrisciani

/s/ Daniel Matrisciani              Director and Vice             April 15, 2005
----------------------------        President of Operations
Daniel Matrisciani

/s/ Vito Cardinale                  Director                      April 15, 2005
----------------------------
Vito Cardinale

<PAGE>

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

                              FINANCIAL STATEMENTS



                                      INDEX
                                                        Page Number
                                                    -------------------
REPORT OF INDEPENDENT REGISTERED
 PUBLIC ACCOUNTING FIRM                                    F - 2

CONSOLIDATED FINANCIAL STATEMENTS:

       Balance Sheet                                       F - 3

       Statements of Operations                            F - 4

       Statements of Stockholders' Equity                  F - 5

       Statements of Cash Flows                            F - 6

       Notes to Financial Statements                   F - 7 to F - 18





<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Capital Beverage Corporation and Subsidiary
Brooklyn, NY

We have audited the accompanying  balance sheet of Capital Beverage  Corporation
and Subsidiary as of December 31, 2004 and the related statements of operations,
stockholders'  deficit and cash flows for the years ended  December 31, 2004 and
2003.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Capital Beverage  Corporation
and  Subsidiary as of December 31, 2004 and the results of their  operations and
their cash flows for the years ended  December 31, 2004 and 2003,  in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company has incurred  significant
losses as more fully described in Note 2. These issues raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to  these  matters  are  also  described  in Note 2.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


                                              /s/ Sherb & Co., LLP
                                                  --------------------
                                                  Certified Public Accountants

New York, New York
April 12, 2005
With respect to Note 15
April 15, 2005

                                      F - 2

<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY
                   -------------------------------------------
                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK
                     --------------------------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                                           Year Ended December 31,
                                                               ------------------------------------------
                                                                      2004                   2003
                                                               -------------------    -------------------
<S>                                                            <C>                    <C>
CURRENT ASSETS:
  Cash                                                         $           96,220     $          189,276
  Accounts receivable, net                                                698,792                550,142
  Inventories                                                           2,097,338              2,366,988
  Prepaid expenses and other current assets                               147,905                168,703
                                                               -------------------    -------------------
     TOTAL CURRENT ASSETS                                               3,040,255              3,275,109

PROPERTY AND EQUIPMENT                                                    127,765                155,825

DISTRIBUTION LICENSE                                                    1,065,718              4,402,462

OTHER ASSETS                                                              288,122                319,746
                                                               -------------------    -------------------

                                                               $        4,521,860     $        8,153,142
                                                               ===================    ===================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Cash overdraft                                               $          367,424     $                -
  Accounts payable                                                      2,846,455              2,651,416
  Accrued expenses and taxes                                              117,328                133,216
  Revolving loans                                                       2,007,356              1,882,185
  Loan payable                                                          2,500,000              2,500,000
  Current portion of long-term debt                                       104,738                104,738
  Current portion of capital lease obligations                             12,716                 31,876
                                                               -------------------    -------------------
     TOTAL CURRENT LIABILITIES                                          7,956,017              7,303,431
                                                               -------------------    -------------------

CAPITAL LEASE OBLIGATIONS                                                  56,204                 58,950

LONG-TERM DEBT                                                             18,905                114,838

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, no shares issued and outstanding                             -                      -
  Common stock, $.001 par value; authorized 20,000,000
      shares; issued and outstanding 3,792,045 shares                       3,793                  3,793
  Additional paid-in capital                                            5,986,249              5,986,249
  Deferred compensation                                                         -                (91,724)
  Accumulated deficit                                                  (9,499,308)            (5,222,395)
                                                               -------------------    -------------------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                              (3,509,266)               675,923
                                                               -------------------    -------------------

                                                               $        4,521,860     $        8,153,142
                                                               ===================    ===================


</TABLE>

                 See notes to consolidated financial statements.

                                       F-3
<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY
                   -------------------------------------------
                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK
                     --------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATION
                      ------------------------------------
<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                -------------------------------------------------------------------
                                                       2004                      2003                    2002
                                                -----------------         -----------------       -----------------
<S>                                             <C>                       <C>                     <C>
NET SALES                                       $     27,615,065          $     28,300,623        $     28,838,216
COST OF SALES                                         20,416,336                20,762,400              21,595,102
                                                -----------------         -----------------       -----------------
GROSS PROFIT                                           7,198,729                 7,538,223               7,243,114
                                                -----------------         -----------------       -----------------

COST AND EXPENSES
   Selling and delivery                                1,531,226                 1,383,166               1,393,461
   General and administrative                          5,777,136                 5,489,474               6,237,042
   Non-cash compensation                                  91,724                    98,276                  49,090
   Impairment of distribution license                  3,336,744                         -                       -
                                                -----------------         -----------------       -----------------
                                                      10,736,830                 6,970,916               7,679,593
                                                -----------------         -----------------       -----------------

INCOME (LOSS) FROM OPERATION                          (3,538,101)                  567,307                (436,479)

INTEREST EXPENSE, net                                   (738,812)                 (543,136)               (473,275)


CUMULATIVE EFFECT OF CHANGE IN
   ACCOUNTING PRINCIPLE                                        -                         -                (860,000)
                                                -----------------         -----------------       -----------------

NET INCOME (LOSS)                               $     (4,276,913)         $         24,171        $     (1,769,754)
                                                =================         =================       =================

NET INCOME (LOSS) PER SHARE:
   Basic                                        $          (1.13)         $           0.01        $          (0.55)
                                                =================         =================       =================
   Diluted                                      $          (1.13)         $           0.01        $          (0.55)
                                                =================         =================       =================

WEIGHTED AVERAGE NUMBER OF SHARES:
   Basic                                               3,792,045                 3,792,045               3,229,545
                                                =================         =================       =================
   Diluted                                             3,792,045                 3,802,045               3,229,545
                                                =================         =================       =================


</TABLE>

                 See notes to consolidated financial statements.

                                       F-4

<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY
                   -------------------------------------------
                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK
                     --------------------------------------
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
            ---------------------------------------------------------

<TABLE>
<CAPTION>


                                                         Preferred Stock                   Common Stock
                                                  -----------------------------     --------------------------
                                                     Shares           Amount           Shares        Amount
                                                  ------------     ------------     ------------  ------------

<S>                                               <C>              <C>              <C>           <C>
Balance December 31, 2001                                   -      $         -        3,178,409   $     3,179

      Issuance of common stock for services                 -                -          613,636           614

      Net loss                                              -                -                -             -

                                                  ------------     ------------     ------------  ------------

Balance December 31, 2002                                   -                -        3,792,045         3,793

      Issuance of warrants for services                     -                -                -             -

      Amortization of deferred compensation                 -                -                -             -

      Net income                                            -                -                -             -

                                                  ------------     ------------     ------------  ------------
Balance December 31, 2003                                   -                -        3,792,045         3,793

      Amortization of deferred compensation                 -                -                -             -

      Net loss                                              -                -                -             -

                                                  ------------     ------------     ------------  ------------
Balance December 31, 2004                                   -      $         -        3,792,045   $     3,793
                                                  ============     ============     ============  ============

</TABLE>

                 See notes to consolidated financial statements.

                                       F-5

<PAGE>
CONTINUED..

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY
                   -------------------------------------------
                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK
                     ---------------------------------------
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued
     -----------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                   Additional                                                       Total
                                                    Paid-In             Deferred            Accumulated          Stockholders'
                                                    Capital           Compensation            Deficit           Equity (deficit)
                                                 --------------     ----------------      ---------------     --------------------
<S>                                             <C>                 <C>                   <C>                 <C>
Balance December 31, 2001                        $   5,747,773      $             -       $   (3,476,812)     $          2,274,140

      Issuance of common stock for services             48,476                    -                    -                    49,090

      Net loss                                               -                    -           (1,769,754)               (1,769,754)
                                                 --------------     ----------------      ---------------     --------------------

Balance December 31, 2002                            5,796,249                    -           (5,246,566)                  553,476

      Issuance of warrants for services                190,000             (190,000)                   -                         -

      Amortization of deferred compensation                  -               98,276                    -                    98,276

      Net income                                            -                    -                24,171                    24,171
                                                 --------------     ----------------      ---------------     --------------------
Balance December 31, 2003                            5,986,249              (91,724)          (5,222,395)                  675,923

      Amortization of deferred compensation                  -               91,724                    -                    91,724

      Net loss                                               -                    -           (4,276,913)               (4,276,913)
                                                 --------------     ----------------      ---------------     --------------------
Balance December 31, 2004                        $   5,986,249      $             -       $   (9,499,308)     $         (3,509,266)
                                                 ==============     ================      ===============     ====================

</TABLE>

                 See notes to consolidated financial statements.

                                       F-5


<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY
                   -------------------------------------------
                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK
                     --------------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
<TABLE>
<CAPTION>

                                                                                 Year Ended December 31,
                                                              -------------------------------------------------------------
                                                                    2004                  2003                  2002
                                                              -----------------     -----------------     -----------------

<S>                                                           <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                           $     (4,276,913)     $         24,171      $     (1,769,754)
                                                              -----------------     -----------------     -----------------
  Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating activities:
         Depreciation and amortization                                 151,851                66,991               114,018
         Non-cash compensation                                          91,724                98,276                49,090
         Impairment of distribution license                          3,336,744                     -                     -
         Change in accounting principle                                      -                     -               860,000

  Changes in assets and liabilities:
      Accounts receivable                                             (148,650)              (69,142)              (99,810)
      Inventories                                                      269,650                18,592              (470,688)
      Prepaid expenses                                                  20,798              (161,780)                2,328
      Other assets                                                     (76,835)             (163,344)              (11,355)
      Accounts payable and accrued expenses                            179,151               269,834                76,828
                                                              -----------------     -----------------     -----------------
         Total adjustments                                           3,824,433                59,427               520,411
                                                              -----------------     -----------------     -----------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   (452,480)               83,598            (1,249,343)
                                                              -----------------     -----------------     -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of distribution license                                       -               (44,000)                    -
      Return of leased equipment                                             -                     -               (50,468)
      Capital expenditures                                             (15,332)              (34,067)               (5,200)
                                                              -----------------     -----------------     -----------------
NET CASH USED IN INVESTING ACTIVITIES                                  (15,332)              (78,067)              (55,668)
                                                              -----------------     -----------------     -----------------


CASH FLOWS FROM FINANCING ACTIVITIES:
      Revolving loans                                                  125,171               (86,694)              284,196
      Cash overdraft                                                   367,424                     -                     -
      Payments to officer                                                    -                     -               (19,148)
      Principal payments of capital lease obligations                  (21,906)              (15,976)              (62,882)
      Payment of accrued dividends on preferred stock                        -               (50,000)              (75,000)
      Payments of notes payable                                        (95,933)                    -              (136,361)
      Proceeds from loan payable                                             -             2,500,000                     -
      Payments of long-term debt                                             -            (2,283,827)             (838,338)
                                                              -----------------     -----------------     -----------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                    374,756                63,503              (847,533)
                                                              -----------------     -----------------     -----------------
INCREASE (DECREASE) IN CASH                                            (93,056)               69,034            (2,152,544)

CASH - BEGINNING OF YEAR                                               189,276               120,242             2,272,786
                                                              -----------------     -----------------     -----------------
CASH - END OF YEAR                                            $         96,220      $        189,276      $        120,242
                                                              =================     =================     =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
      Cash paid for interest                                  $        688,812      $        543,136      $        475,577
                                                              =================     =================     =================

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
      Return of leased equipment                              $              -      $              -      $         83,189
                                                              =================     =================     =================

</TABLE>

                 See notes to consolidated financial statements.

                                       F-6
<PAGE>
                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY
                    (d/b/a Diversified Distributors Network)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2004, 2003 and 2002

1.       DESCRIPTION OF BUSINESS

         Capital Beverage Corporation (the "Company" or "Capital") was formed in
         December 1995 to operate as a wholesale distributor of beer and other
         beverages in New York City. In December 1998, CAP Communications, Ltd.
         ("Cap Com"), a wholly-owned subsidiary, was organized to market
         domestic and long distance prepaid telephone calling cards to
         distributors and to the general public.

         The Company entered into an Asset Purchase Agreement, dated May 4, 2001
         (the "Agreement"), to acquire certain assets and liabilities of
         Prospect Beverages Inc., a New York corporation ("Prospect"). Prospect
         is a Brooklyn based Pabst Distributor of Colt-45 Malt Liquor and other
         beverages. The Company is presently doing business as Diversified
         Distributors Network.

2.       GOING CONCERN

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

         As shown in the accompanying financial statements, the Company has a
         history of losses with an accumulated deficit of $9,499,308 at December
         31, 2004 and, as of that date, a working capital deficiency of
         $4,915,762. These conditions raise substantial doubt about the
         Company's ability to continue as a going concern. The Company's
         continuation as a going concern is dependent upon its ability to
         ultimately attain profitable operations, generate sufficient cash flow
         to meet its obligations, and obtain additional financing as may be
         required.

3.       SIGNIFICANT ACCOUNTING POLICIES

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

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

         Shipping and handling costs - The Company accounts for shipping and
         handling costs as a component of "Cost of Sales". Cash and Cash
         Equivalents - Cash and cash equivalents include cash on hand and cash
         in banks in demand and time deposit accounts with maturities of 90 days
         or less.

                                      F-7

<PAGE>

         Property and Equipment - Property and equipment are stated at cost and
         are depreciated over the estimated useful lives of the related assets,
         ranging from 5 to 39 years. Depreciation is computed on the
         straight-line and accelerated methods for both financial reporting and
         income tax purposes. Depreciation expense for the years ended December
         31, 2004, 2003 and 2002 was $42,800, $62,680 and $67,768, respectively.

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

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

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

         Distribution License - The Company's license to distribute certain
         beverage products in New York City, is recorded at cost. The license
         has an indefinite life and is tested annually for impairment under SFAS
         142. Pursuant to SFAS 142, the Company took an impairment of the
         distribution license in the first quarter of 2002 in the amount of
         $860,000 which was recorded as a cumulative effect of change in
         accounting principle. It was determined that a further impairment of
         the distribution license was not necessary during the year ended
         December 31, 2003, however the Company impaired the Distribution
         License by $3,336,744 during the year ended December 31, 2004. (See
         Note 4)

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

         Income (loss) per Common Share - Net income (loss) per common share is
         based on the weighted average number of shares outstanding. Potential
         common shares includable in the computation of fully diluted per share
         results are not presented in the financial statements as their effect
         would be anti-dilutive. The outstanding options excluded in the
         computation amounted to 1,850,000 at December 31, 2004 and 2003 and
         350,000 at December 31, 2002.


                                      F-8

<PAGE>

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

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

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

         In December 2004, the FASB issued Statement 123r (revised 2004) which
         is a revision of FASB Statement No. 123, Accounting for Stock-Based
         Compensation. This Statement supersedes APB Opinion No. 25, Accounting
         for Stock Issued to Employees, and its related implementation guidance.
         This Statement establishes standards for the accounting for
         transactions in which an entity exchanges its equity instruments for
         goods or services. It also addresses transactions in which an entity
         incurs liabilities in exchange for goods or services that are based on
         the fair value of the entity's equity instruments or that may be
         settled by the issuance of those equity instruments. This Statement
         focuses primarily on accounting for transactions in which an entity
         obtains employee services in share-based payment transactions. This
         Statement requires a public entity to measure the cost of employee
         services received in exchange for an award of equity instruments based
         on the grant-date fair value of the award (with limited exceptions).
         That cost will be recognized over the period during which an employee
         is required to provide service in exchange for the award--the requisite
         service period (usually the vesting period). FASB 123r will have a
         significant impact on the consolidated financial statements of the
         Company through the expensing of stock option grants. However the
         Company does not anticipate granting any stock options in the
         foreseeable future.

                                      F-9

<PAGE>

4.       DISTRIBUTION RIGHTS

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

         Effective January 1, 2002, the Company adopted SFAS Nos. 141 and 142.
         SFAS 142 eliminates amortization of goodwill and certain other
         intangible assets, but requires annual testing for impairment
         (comparison of fair market value to carrying value). Fair value is
         estimated using the present value of expected future cash flows and
         other measures. The Company used a discount rate of 6%. The
         transitional impairment test for the distribution rights resulted in a
         non-cash charge of $860,000 in the first quarter of 2002 which was
         recorded as a cumulative effect of change in accounting principle.

         At December 31, 2004, the Company recorded an impairment of their
         distribution license in the amount of $3,336,744. The decision to
         impair the distribution license was based on the Company's net loss for
         the year ended December 31, 2004. The Company had revised its cash flow
         recoverability analysis to include the year ended December 31, 2004.
         The cash flow analysis showed that the Company will recover
         approximately $1,021,000 twenty years from the balance sheet date.

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

5.       LOANS PAYABLE AND REVOLVING LOANS

         The Company has a revolving loan with Entrepreneur Growth Capital, LLC
         ("EGC"). The loan limit is $2,500,000 and carries an interest rate of
         prime plus 2%. The loan is collateralized by the Company's accounts
         receivable, inventory, pledged property and distribution rights. At
         December 31, 2004 the outstanding balance was $2,007,356.

         On December 11, 2003, the Park Slope Group, LLC ("LLC"), a single
         member limited liability company whose sole member is Addie Realty
         Properties, Inc. ("Addie"), which in turn is wholly owned by certain
         officers of the Company loaned the Company $2,500,000 maturing on
         December 11, 2005 and accruing interest at 12% per annum. During the
         year ended December 31, 2004, we paid $350,000 in interest which
         included interest for December 2003 as well as an additional $25,000
         interest payment to extend the loan one year.

                                      F-10

<PAGE>

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

6.       LONG-TERM DEBT

                  Long-term debt consists of the following at December 31:

<TABLE>
<CAPTION>

                                                                            2004                  2003
                                                                     --------------------    -----------------
<S>                           <C>                                    <C>                     <C>
                  Promissory note payable to Consolidated
                  paid to the State of New York, due in
                  monthly installments of $10,000 including
                  interest at 10% per annum                          $           123,643     $        219,576
                                                                     --------------------    -----------------
                  Less current portion                                          (104,738)            (104,738)
                                                                     --------------------    -----------------
                                                                     $            18,905     $        114,838
                                                                     ====================    =================
</TABLE>


7.       INCOME TAXES

         At December 31, 2004 the Company had a net operating loss carryover of
         $4,364,000 available as offsets against future taxable income, if any,
         which expire at various dates through 2024. The Company has a deferred
         tax asset of $1,790,000 arising from net operating loss deductions and
         temporary differences and has recorded a valuation allowance for the
         full amount of such deferred tax asset.






                                      F-11

<PAGE>

         The following is a reconciliation between the expected income tax
         expense (benefit), assuming a statutory Federal tax rate of 35%, and
         the actual income tax expense (benefit):
<TABLE>
<CAPTION>

                                                                                   Year Ended December 31,
                                                              -----------------------------------------------------------
                                                                     2004                 2003                 2002
                                                              -------------------     --------------     ----------------
<S>                                                           <C>                     <C>                <C>
         Expected income tax (benefit)                        $      (1,497,000)      $      10,000      $      (360,000)
         State tax benefit, net of Federal effect                      (214,000)                  -                    -
         Impairment of distribution license                           1,335,000                   -                    -
         Deferred compensation                                           37,000                   -                    -
         Utilization of net operating
         loss                                                                 -             (10,000)                   -
         carryforward
         Other permanent differences                                     36,000                   -                    -
         Increase in valuation allowance                                303,000                   -             360,000
                                                              -------------------     --------------      ----------------
                                                              $                -      $           -       $             -
                                                              ===================     ==============      ================
</TABLE>

         The following is a schedule of the Company's net deferred tax assets as
of:
<TABLE>
<CAPTION>

                                                                                  December 31,
                                                                   --------------------------------------------
                                                                          2004                     2003
                                                                   -------------------      -------------------
<S>                                                                <C>                     <C>
         Net operating loss carryforward                           $        1,746,000      $         1,443,000
         Allowance for doubtful accounts                                       24,000                   24,000
         Other                                                                 20,000                   20,000
         Valuation allowance                                               (1,790,000)              (1,487,000)
                                                                   -------------------      -------------------
         Net deferred tax asset                                    $                -       $                -
                                                                   ===================      ===================
</TABLE>

8.       PROPERTY AND EQUIPMENT

         Property and equipment, at cost, consist of the following as of
December 31:
<TABLE>
<CAPTION>

                                                          2004                      2003
                                                   -----------------        -------------------
<S>                                                <C>                      <C>
Leasehold improvements                             $         87,059         $           87,059
Machinery and equipment                                     283,346                    268,013
                                                   -----------------        -------------------
                                                            370,405                    355,072
Less accumulated depreciation                              (242,640)                  (199,247)

                                                   -----------------        -------------------
                                                   $        127,765         $          155,825
                                                   =================        ===================
</TABLE>

                                      F-12

<PAGE>



9.       LEASE COMMITMENTS

         In June 2001 the Company moved to the offices and warehouse facilities
         of Prospect. This space is under a noncancellable operating lease which
         requires minimum monthly payments of $31,600 through 2012. Rent expense
         for the year ended December 31, 2004, 2003 and 2002 was $311,686,
         $360,511 and $347,052, respectively.

10.      CONCENTRATION OF CREDIT RISK

         The Company is subject to credit risk through trade receivables and
         short-term cash investments. Credit risk with respect to trade
         receivables is mitigated to a degree because of management's knowledge
         of the local marketplace and the relative creditworthiness of the
         customers to which it extends credit. Short-term cash investments are
         placed with high credit quality financial institutions, thereby
         limiting the amount of credit exposure. The Company maintains its cash
         balances at various financial institutions. These balances are insured
         by the Federal Deposit Insurance Corporation up to $100,000. The
         Company has not experienced any losses in such accounts and believes it
         is not exposed to any significant credit risk on cash on deposit.

         The Company's operations, and therefore its revenues are concentrated
         in the New York City Metropolitan area. Additionally, the majority of
         the Company's revenues are derived from the sale of alcoholic
         beverages. Downturns in New York City's economic activities and/or
         negative changes in the publics perception of the consumption of
         alcoholic beverages may adversely affect the Company's operations.

11.      MAJOR SUPPLIER INFORMATION

         Purchases from major suppliers were approximately $15,933,480,
         $16,718,000 and $14,512,000 in 2004, 2003 and 2002, respectively.

12.      CONSULTING AGREEMENT

         On October 2, 2003, the Company entered into a consulting agreement
         with Casimir Capital L.P. ("Casimir") in which Casimir will act as
         exclusive strategic and financial advisor to the Company. The initial
         term shall be from October 2, 2003 to March 24, 2004. In the event that
         during the initial term the Company closes a restructuring the term
         shall automatically be extended for six months from the expiration date
         of the initial term. The Company issued Casimir 1,000,000
         non-redeemable and non-callable warrants on the date of the execution
         of this agreement. The warrants are exercisable at $1.00 per share for
         a period of ten years from the date of issuance. The warrants were
         valued at $190,000 using the Black-Scholes option valuation model and
         were recorded as deferred equity compensation to be amortized over the
         term of the agreement. Amortization for the year ended December 31,
         2004 and 2003 was $91,724 and $98,276, respectively.

                                      F-13

<PAGE>

13.      STOCK OPTIONS AND WARRANTS

         2003 Stock Option Plan

         The Company's 2003 Incentive Stock Option Plan (the "Plan") was
         approved by the Board of Directors and holders of Common Stock of the
         Company on December 30, 2003 to provide for the grant of incentive
         stock options to officers and employees of the Company. A total of
         1,500,000 shares of Common Stock has been authorized and reserved for
         issuance, subject to adjustment to reflect changes in the Company's
         capitalization in the case of a stock split, stock dividend or similar
         event. The Plan will be administered by the Compensation Committee,
         which has the sole authority to determine the persons to whom options
         will be granted, to determine the basis upon which the options will be
         granted, and to determine the exercise price, duration and other terms
         of options to be granted provided that, (i) the exercise price of each
         option granted under the Plan may not be less than the fair market
         value of the Common Stock on the day of the grant of the option, (ii)
         the exercise price must be paid in cash and or stock upon exercise of
         the option, (iii) no option may be exercisable for more than 10 years
         after the date of grant, and (iv) no option is transferable other than
         by will or laws of descent and distribution. In December 2003 the
         Company granted 1,500,000 options to employees and officers of the
         Company pursuant to the Plan exercisable for ten years at $0.23 per
         share. No options were granted during the year ended December 31, 2004.

         The Company has elected to follow APB No. 25; "Accounting for Stock
         Issued to Employees" ("APB 25"), and related interpretations in
         accounting for its employee stock options. Under APB 25, because the
         exercise price of the Company's employee stock options equals the
         market price of the underlying stock on the date of the grant, no
         compensation expense is recognized. Pro forma information regarding net
         income per share is required by SFAS No. 123, "Accounting for
         Stock-Based Compensation", and has been determined as if the Company
         had accounted for its employee stock options under the fair value
         method of that statement. The fair value of these options was estimated
         at the date of grant using Black-Scholes option pricing model with the
         following range of assumptions for the year ended December 31, 2003:



                                                                      2003
                                                                    ---------
                 Risk free interest rate                              5.0%
                 Expected dividend yield                               0%
                 Expected lives                                     10 years
                 Expected volatility                                  368%



         The Black-Scholes option valuation model was developed for use in
         estimating the fair value of traded options which have no vesting
         restrictions and are fully transferable. Because the Company's employee
         stock options have characteristics significantly different from those
         of traded options, and because changes in the subjective input
         assumptions can materially affect the fair value estimate, in the
         Company's opinion the existing available models do not necessarily
         provide a reliable single measure of the fair value of the Company's
         employee stock options.

                                      F-14

<PAGE>

         Using the Black-Scholes option valuation model, the weighted average
         grant date fair value of options granted during the year ended December
         31, 2003 was $.23 per option share.

         For the purpose of pro forma disclosures, the estimated fair value of
the options is amortized over the vesting period.

         The Company's pro forma information is as follows for the years ended
         December 31, 2003 and 2002, December 31, 2004 has been excluded since
         no options were issued during the year (in thousands, except per share
         amounts):

<TABLE>
<CAPTION>


                                                               December 31,
                                          ----------------------------------------------------------
                                                    2003                           2002
                                                            Pro                             Pro
                                          Reported         Forma          Reported         Forma
                                          ------------    ------------    -----------    ------------
<S>                                              <C>          <C>           <C>             <C>
         Net income (loss)                       $ 24         $ (511)       $ (1,770)       $(1,770)
         Income (loss) per Share:
         -Basic and Diluted                      0.01          (0.15)          (0.55)         (0.55)
</TABLE>













                                      F-15

<PAGE>

       A summary of the Company's stock option activity and related information
for the years ended December 31, 2003 and 2002 is as follows (in thousands,
except per share amounts):

<TABLE>
<CAPTION>


                                                                                           Weighted
                                                                                           Average
                                                                           Shares       Exercise Price
                                                                       ---------------    ------------
<S>                                            <C> <C>                             <C>           <C>
                       Outstanding at December 31, 2001                            350           $2.00
                       ---------------------------------------------                 -               -
                            Granted                                                  -               -
                            Exercised                                                -               -
                            Cancelled                                  ---------------    ------------
                       Outstanding at December 31, 2002                            350            2.00
                            Granted                                              1,500            0.23
                            Exercised                                                -               -
                            Cancelled                                                -               -
                                                                       ---------------    ------------
                       Outstanding as December 31, 2003                          1,850           $0.62

                            Granted                                                  -               -
                            Exercised                                                -               -
                            Cancelled                                                -               -

                       Outstanding as December 31, 2004                          1,850           $0.62
                                                                        ==============    ============
</TABLE>


       A summary of options outstanding and exercisable at December 31, 2004 is
as follows (in thousands, except per share amounts):


<TABLE>
<CAPTION>

                                                Options Outstanding                         Options Exercisable
                                      ------------------------------------------      ---------------------------------
                                                     Weighted         Weighted
                                                       Average         Average
              Range of                             Remaining Life      Exercise             Range of
           Exercise Prices            Options        (in years)         Price          Exercise Prices         Options
     --------------------------       -------      --------------     ---------       ----------------         --------
     December  31, 2004
<S>           <C>       <C>            <C>                  <C>            <C>        <C>     <C>                <C>
              $0.23  -  $3.50          1,850                9              $.62       $0.23 - $3.50              1,850
     December  31, 2003
               $0.23  -  $3.50         1,850               10             $0.62       $0.23  -  $3.50            1,850
     December 31, 2002
               $0.50  -  $3.50           350             5.50             $2.00       $0.50  -  $3.50              350


</TABLE>

                                      F-16

<PAGE>


         Warrants

         The units consisted of one share of Common Stock and Class A Redeemable
         Common Stock Purchase Warrants. Two Class A warrants entitle the holder
         to purchase one share of Common Stock at $6.25 per share. The warrants
         are exercisable commencing July 17, 1998 were to expire on July 16,
         2002 were extended one year to July 16, 2003 and then on more year to
         July 16, 2004. These warrants expired on July 16, 2004.

         In October 2003, the Company issued 1,000,000 warrants pursuant to a
         consulting agreement. The Company valued the warrants using the
         Black-Scholes options valuation model. (see Note 14)

         A summary of the Company's stock warrant activity and related
         information for the years ended December 31, 2004, 2003 and 2002 is as
         follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>

                                                                                                Weighted Average
                                                                       Warrants                   Exercise Price
                                                                      ---------------               ------------
<S>                                         <C> <C>                             <C>                        <C>
                    Outstanding at December 31, 2001                            1,659                      $6.25
                         Granted                                                    -                          -
                         Exercised                                                  -                          -
                         Cancelled                                                  -                          -
                                                                      ---------------               ------------
                    Outstanding at December 31, 2002                            1,659                       6.25
                         Granted                                                1,000                       1.00
                         Exercised                                                  -                          -
                         Cancelled                                                  -                          -
                                                                      ---------------               ------------
                    Outstanding as December 31, 2003                            2,659                      $4.28
                         Granted                                                    -                          -
                         Exercised                                                  -                          -
                         Expired                                                1,659                      $6.25
                                                                      ---------------            ---------------
                    Outstanding as December 31, 2004                            1,000                      $1.00
                                                                            =========                   ========
</TABLE>



14.      STOCKHOLDERS' EQUITY (DEFICIT)

         In December 2002, the Company issued 613,636 shares of common stock to
         officers of the Company. In consideration for these shares the officers
         guaranteed the loan of the Company, related pledge and security
         agreement and other valuable services provided to the Company.
         Accordingly, the Company recorded the issuance of these shares as stock
         based compensation for the fair market value at the date of issuance.

                                      F-17

<PAGE>

15.       SUBSEQUENT EVENTS

          On April 15,  2005,  the Company  entered into a letter of intent with
          Oak Beverages  Inc.  ("Oak"),  pursuant to which the Company agreed to
          sell to Oak its exclusive  distribution rights and saleable inventory.
          The proposed purchase price for the exclusive  distribution  rights is
          $10,500,000  payable as follows:  (i) $7,500,000 to be paid at closing
          in  immediately  available  funds,  and (ii)  $3,000,000 to paid in 24
          equal quarterly  installments of $125,000 commencing 90 days following
          the date of the closing,  inclusive of interest. In addition, Oak will
          pay to the Company for the  saleable  inventory an amount equal to the
          price paid by the Company for the inventory. According to the terms of
          the  letter  of  intent,  Oak  will  not  assume  any  liabilities  or
          obligations of the Company. The proposed transaction is subject to and
          conditioned  upon the completion of Oak's due diligence  review of the
          Company,  the  negotiation  and  execution  of a  definitive  purchase
          agreement,  and the satisfaction of certain conditions,  including the
          approval of the Company's  stockholders  and certain  suppliers of the
          Company's products. The Company believes that the definitive agreement
          will be  executed  during the next few weeks and that the  transaction
          will close during the summer of 2005.


                                     F - 18