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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
                               -------------------

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 For the fiscal year ended:

                                DECEMBER 31, 2003

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from _______________ to _______________

                         Commission File Number 0-26897

                           JAVO BEVERAGE COMPANY, INC.
                 (Name of small business issuer in its charter)

                 DELAWARE                                       48-1264292

     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                       Identification No.)

                              1311 SPECIALTY DRIVE
                             VISTA, CALIFORNIA 92081
          (Address of principal executive offices, including zip code)

                                 (760) 560-5286
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

         Securities registered under Section 12(g) of the Exchange Act:

                      COMMON STOCK, WITH PAR VALUE: $.001,
 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK, PAR VALUE $.001 PER SHARE,
          AND RIGHTS TO PURCHASE SHARES SERIES A JUNIOR PARTICIPATING
                   PREFERRED STOCK, PAR VALUE $.001 PER SHARE
                                (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

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     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this Form 10-KSB, 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-KSB
or any amendment to this Form 10-KSB. [ ]

     Issuer's revenues for its most recent fiscal year were $661,594.

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 22, 2004 was $48,129,536 based on the $0.50 per share
price at which the stock was sold of as of March 22, 2004.

     The number of shares outstanding of the registrant's Common Stock, $0.001
par value per share, ("Common Stock") was 141,046,434 as of March 22, 2004.

     Transitional Small Business Disclosure Format:   Yes [ ]   No [X]

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                                     PART I

ITEM 1.  BUSINESS

Javo(R) Beverage Company, Inc. (the "Company" or "Javo") was originally
incorporated in Washington as North West Converters, Inc. on February 9, 1987.
In June of 1999, the Company changed its name to La Jolla Fresh Squeezed
Coffee(TM)Co., Inc. and its Board of Directors ratified the acquisition of the
assets of Stephen's Coffee, Inc. and the merger with Stephen's Coffee Holding,
Inc. On February 22, 2000, the Company acquired all the outstanding shares of
Sorisole Acquisition Corp. to become successor issuer to Sorisole pursuant to
Rule 12g-3 of the Securities Exchange Act of 1934 and subject to the reporting
requirements of the Securities & Exchange Commission. On August 21, 2002, the
Company reincorporated from Washington State to the state of Delaware and
simultaneously changed its name to Javo Beverage Company, Inc.

Javo(R) Beverage Company is a manufacturer of coffee concentrates, extracts and
beverages serving the foodservice, food and beverage manufacturing, and retail
industries. For foodservice operators, Javo combines great tasting specialty
coffees and coffee-flavored beverages with the added convenience and efficiency
of dispenser based systems. Javo supplies customized coffee beverage
formulations, extracts and flavors to food and beverage processors and retailers
looking for authentic and robust coffee flavor for their packaged foods and
ready-to-drink beverages.

IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
-----------------------------------------------------------------------------

This report on Form 10-KSB contains certain forward-looking statements that are
based on current expectations and involve a number of risks and uncertainties.
All of the non-historical information herein is forward-looking. The
forward-looking statements included herein and elsewhere in this filing are
based on, among other items, current assumptions that the Company will reach a
point at which it will be able to meet its operating cash and debt service
requirements with internally generated funds, that it will be able to
successfully resolve disputes and other business matters as anticipated, that
competitive conditions within the coffee and ingredient industries will not
change in a manner that materially and adversely affects the Company's current
or future operations, that the Company will retain existing key personnel, that
the Company's forecasts will reasonably anticipate market demand for its
products, and that there will be no materially adverse changes affecting the
Company's operations or business. Related or other factors that could cause
results to vary materially from current expectations are discussed below in this
Part 1, Item 1 entitled "Risk Factors" and elsewhere in this report on Form
10-KSB. Assumptions relating to forward-looking statements involve judgments
about matters that are difficult to predict accurately and are subject to many
factors that can materially affect results. Forecasting and other management
decisions are subjective in many respects and thus susceptible to
interpretations and periodic revisions based on actual experience and business
developments, the impact of which may cause the Company to alter its forecasts,
which may in turn affect the Company's results. The Company does not undertake
to update any forward-looking statements made herein, and shall do so only as
and when the Company determines to do so. In light of the factors that can
materially affect the forward-looking information included herein, the inclusion
of such information should not be regarded as a representation by the Company or
any other person that the objectives or plans of the Company will be achieved.
Readers are cautioned against giving undue weight to forward-looking statements
and are asked to consider all of the factors referred to herein, in subsequent
filings by the Company with the Securities and Exchange Commission or elsewhere.

PRODUCTS

Javo has developed significant expertise in the formulation and extraction of
coffee and coffee flavored beverages that has uniquely positioned the Company to
service the growing demand for coffee flavored products. The Company has
developed and commercialized proprietary technologies for brewing coffee
concentrates and extracts, and formulating coffee flavored beverages that enable
it to fulfill its mission of removing the operational barriers to serving
popular specialty coffee and coffee beverages in nearly any type of venue.

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To address the needs of high volume food service operators like: hospitals,
casinos, hotels, sports parks, universities, military bases and caterers who are
challenged to serve a consistent, high quality cup of coffee in the volumes that
their business require, Javo offers a varietyof coffee concentrates that are
conveniently served from dispensing equipment (similar to juice and soda
machines) or hand mixed from bottles. The Javo(R) brand coffee concentrates
arrive to the operator in refrigerated bag-in-box packages ready for loading
into coffee concentrate dispensers that prepare hot coffee on demand.

For these same food service operators looking for ways to offer increasingly
popular specialty iced coffee and coffee flavored beverages, Javo offers a line
of coffee beverages capable of being dispensed from an existing asset base of
traditional juice equipment. These products are offered in packages fitting a
range of dispensing formats and available in 2-3 gallon case sizes. To service
non-dispensing operating systems, Javo offers convenient coffee based mixes in
shelf stable packages. Operators may easily combine these products with water,
milk and ice to serve specialty coffee drinks without the requirement of
expensive espresso equipment.

Javo participates directly with independent and chain specialty coffee locations
with products that take the most difficult steps out of the preparation of iced
and blended coffee flavored beverages. Available in shelf stable,
non-refrigerated 32 oz. packaging, Javo's unsweetened espresso and ice blended
coffee drink mixes simplify and speed the preparation of these complex drinks at
specialty coffee shops, kiosks and bars.

Finally, Javo enables quality minded food and beverage processors to better
align their product portfolios to reflect the growing importance of coffee
flavors and ready to drink coffee flavored beverages. Javo supplies bulk coffee
extracts and increasingly entire flavor systems, product formulation and
production services for it customers' retail and food service products, like
ready to drink lattes, meal replacement drinks, ice creams, yogurts and energy
bars.

SALES ORGANIZATION

The Company is currently expanding its sales force to communicate its strong
value propositions within its primary sales channels. The direct customer for
Javo's dispensed and hand mix coffee products are broadline (SYSCO and US
Foodservice) and specialty coffee distributors. Javo employs a direct sales
force to service and add to its distributor customer base and to make direct
operator calls in its covered markets. Additionally, for some specialty markets
the Company utilizes brand partners to sell its coffee program under a
co-branded or private label program.

Javo's dispensed coffee flavored beverages were developed to work as an
alternative, high-margin coffee beverage in existing juice dispensing equipment.
As such, the Company's direct customers are the companies that supply primarily
juice concentrates plus own and service this type of equipment. The Company
employs a distributor sales representative to leverage the considerable sales
forces of large dispensing equipment owners.

Of the more than 16,000 specialty coffee shops in the United States, more than
10,000 are multi-unit operators. Due to its concentrated structure and the
strong value proposition of Javo's shelf stable espresso and iced coffee mixes,
the Company expects to rapidly become a factor in this food service segment
utilizing its own chain accounts sales team to sell specialty coffee shops.

The Company estimates that the industrial market for coffee flavoring systems
for food and beverage processors to be in excess of $ 1 billion and growing at a
greater than 10% rate due to the proliferation of coffee flavored products in
the U.S. and around the world. To sell this wide and in some cases fragmented
market, Javo utilizes a combination of direct sales and the sales resources of
its flavor house partner: WILD Flavors. As one of the leading flavor companies
in the world, WILD has sales and formulation resources available in over 50
countries.

COMPETITION

For its coffee concentrate business, Javo has only a few significant direct
competitors in the United States. The largest is Douwe Egberts Coffee Systems, a
division of Sara Lee Corporation. While Douwe Egberts has a full range of coffee
products in Europe, here the Company offers a line of coffee concentrates sold
for use in proprietary dispensers. Manufactured in Europe, the products are
frozen and shipped to frozen storage facilities in the United States. Douwe
Egberts competitive strength lies in its size, financial strength and long
history in the coffee business. Its disadvantages versus Javo typically have to
do with flavor, the operational difficulty of thawing prior to use and a common
price premium of 10-15% per cup.

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Other participants in the dispensed coffee concentrate market include Vitality
Foodservice, a U.S.-based beverage company focused primarily on juices, who
offers a frozen coffee product used in a proprietary dispenser. Based in Tampa,
Florida, Vitality's coffee concentrates enjoy a strong market position in the
cruise line industry.

The Company's coffee flavored beverages and drink mixes have a very small number
of direct competitors and compete broadly with a variety of syrups and powdered
mixes that have traditionally been used to prepare specialty coffee drinks.
Nearly all of these indirect competitors offer solutions with relatively poor
coffee flavor or elaborate preparation methods that the Company's products
eliminate.

Javo has no known large, direct competitors for bulk liquid coffee extracts and
flavor systems. The food and beverage industry has typically used soluble (dry
instant) coffee to flavor their products, sacrificing flavor. The Company's high
quality, flavorful extracts work extremely well in flavoring new consumer
products that are attempting to take advantage of unique, refined flavors coming
out of the specialty coffee industry.

MARKETING

The Company has registered its trademark, `Javo(R)' as part of it process of
building a strong and attractive brand. It has developed and makes available to
the operator customers of its coffee and coffee-flavored beverage products a
full set of merchandising materials to promote the drinking of its products and
increase the strength of its underlying brand.

The Company has also made and will continue to make investments in trade shows,
public relations, direct marketing and limited advertising to generate
distributor and operator leads for its coffee products.

OPERATIONS

The Company operates a facility in Vista, California. This facility houses all
of the Company's operations including its corporate offices and manufacturing
infrastructure. At this facility, green coffee is received, roasted and ground,
extracted, and finally packaged into the appropriate format.

Javo's concentrates and extracts use a variety of coffees from various parts of
the world. Javo purchases the green coffee through coffee brokers and importers.
The availability, price, and quality of coffee beans fluctuate throughout the
year based on weather, supply and other factors typically associated with global
agricultural commodities. The variety of beans that the Company uses generally
tend to be readily available as compared to coffee beans in general. The
Company, where possible, also identifies equivalent varieties that can act as a
substitute in the event of the unavailability of a particular variety.
Nevertheless, the Company is dependent upon consistent access to green coffee to
maintain its operations.

For roasting, the Company primarily roasts in house, but also purchases roasted
beans from outside roasters. The Company also extracts other coffee companies'
roasted beans for them.

The Company is in the process of upgrading both its pre- and post-extraction
processing infrastructure. This is expected to both significantly improve
product quality and expand the Company's manufacturing capacity.

The Vista facility also houses the Company's laboratory where the Company
performs product design and formulation work both for its own products and for
those of its customers.

INTELLECTUAL PROPERTY

The Company currently relies on trade secret protection using both contractual
and physical measures as its means of protecting the proprietary processes and
information it has developed and compiled. The Company has not sought patent
protection given that it would require a detailed disclosure of the proprietary
methods being patented. Monitoring infringement of such a patent would be

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difficult and the potential for competitors to circumvent such a patent might be
significant. Nevertheless, trade secret protection also has its disadvantages as
a form of intellectual property protection relying on internal steps taken to
keep proprietary information confidential. In commercializing its processes, the
Company must disclose certain aspects of its trade secrets to outside parties
who agree to be bound by confidentiality agreements. If such an agreement is
materially violated, the Company could incur significant expense and what
management believes is one of its competitive advantages could be compromised.
The Company has substantially completed the development of its extraction
methods, but will continue to refine its process to improve product stability,
quality, and yield.

The Company has also registered its trademark, "Javo" with the United States
Patent and Trademark Office.

EMPLOYEES

As of March 22, 2004, the Company employs 18 full-time employees. The Company
also uses outside consultants and other independent contractors from time to
time.

GOVERNMENT REGULATION

Javo's facility and operations are subject to various laws and regulations
relating to health and safety and environmental issues. The roasting operations
of our co-located primary roaster, upon which we rely for most of our roasting
and grinding needs, are subject to various air quality and environmental laws.
While the Company believes that its and its primary roaster's operations are
compliant with these laws, a finding of non-compliance could potentially
interfere with or even halt our operations.

RISK FACTORS

THE COMPANY MAY NOT BE ABLE TO RETAIN OR HIRE KEY PERSONNEL.

To operate successfully and manage our potential future growth, the Company must
attract and retain qualified managerial, sales, and other personnel. We face
competition for and cannot assure that we will be able to attract and retain
such qualified personnel. If Javo loses its key personnel or is unable to hire
and retain additional qualified personnel in the future, its business, financial
condition and operating results could be adversely affected.

THE COMPANY HAS NOT PAID DIVIDENDS TO ITS SHAREHOLDERS IN THE PAST, AND DOES NOT
ANTICIPATE PAYING DIVIDENDS TO ITS SHAREHOLDERS IN THE FORESEEABLE FUTURE.

The Company has not declared or paid cash dividends on its Common Stock. The
Company presently intends to retain all future earnings, if any, to fund the
operation of its business, and therefore the Company does not anticipate paying
dividends on Common Stock in the foreseeable future.

THE COMPANY HAS NEAR-TERM CAPITAL NEEDS AND MAY BE UNABLE TO OBTAIN ADDITIONAL
FUNDING NECESSARY TO ENABLE IT TO CONTINUE TO EXECUTE ITS BUSINESS PLAN.

Presently, the Company has a relatively fixed amount of liquid assets with which
to pay its expenses. Management's current business plans rely on growth in
future revenue to supplement its liquid assets. There can be no assurance that
additional capital, if necessary, will be available to the Company, or if
available, on favorable terms. If adequate funds are required and not available,
the Company may be required to curtail operations or to obtain funds on
unfavorable terms.

THE COMPANY HAS A LIMITED OPERATING HISTORY.

The Company has a limited operating history upon which an evaluation of its
prospects can be made. The Company's prospects must be considered speculative
considering the risks, expenses, and difficulties frequently encountered in the
establishment of a new business, specifically, the risk inherent in the
development of specialty coffee products such as liquid coffee concentrates.
Over the course of 2002, the Company began its transition from a largely
research and development based operation into a manufacturing company and
continues to expand and improve its manufacturing infrastructure. There can be
no assurance that unanticipated problems will not occur that would result in
material delays in future product commercialization or that our efforts will
result in successful product and service commercialization. There can be no
assurance that the Company will be able to achieve profitable operations.

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THE COMPANY DEPENDS ON ACCESS TO COMMODITY GOODS AND SERVICES AT COMPETITIVE
PRICES.

As the Company grows, it must be able to obtain at competitive prices
substantial amounts of certain green coffee beans and manage roasting and
grinding costs. The Company's coffee bean and roasting and grinding costs make
up a large component of its overall cost of goods sold. Commodity agricultural
goods such as coffee can and do experience significant fluctuations in
availability and prices which could in turn cause significant interruptions in
the manufacturing output and sales of the Company.

THE COMPANY IS IN A VERY COMPETITIVE INDUSTRY.

Competition to provide coffee products is intense and Javo expects the
competition to increase. The Company competes directly with other companies that
have developed and are in the process of developing products that will be
competitive with the products developed and offered by Javo. There can be no
assurance that other products that are functionally equivalent or similar to
Javo products have not been developed or are not in development. We expect that
there are companies or businesses that may have developed or are developing such
products. There are other companies and businesses that have the expertise to do
so and significant success in the marketplace could encourage them to develop
and market products directly competitive with those developed and marketed by
Javo. As a result of the size and breadth of certain of Javo's competitors, such
competitors have been and will be able to establish managed accounts by which
they seek to gain a disproportionate share of users for their products. Such
managed accounts can present significant competitive barriers to Javo.

THE COMPANY RELIES ON A RELATIVELY NEW AND PROPRIETARY EXTRACTION PROCESS.

Over roughly the past decade, the Company has developed what management believes
is a new and novel method of extracting roasted, ground coffee into a liquid
concentrate. The Company also believes that it derives a competitive advantage
versus other liquid concentrate manufacturers from the quality of concentrate
that this process produces. The Company currently relies on trade secret
protection to prevent others from using this process. Trade secret protection is
only as effective as the Company's ability to keep the essential and material
aspects of its process secret using contractual and physical measures. There is
no guarantee that the Company's efforts in this regard can or will prevent a
competitor from obtaining the Company's secrets or from independently developing
the same or similar process. The Company may seek patent protection for certain
aspects of its processes upon achieving greater financial strength, but there
are no guarantees that any aspect of the process is patentable.

TRADING VOLUME IN THE COMPANY'S SECURITIES IS LIMITED AND SPORADIC.

The Company's Common Stock is traded on the Over the Counter Bulletin Board
under the trading symbol "JAVO." While there currently exists a limited and
sporadic public trading market for the Company's securities, the price paid for
the Company's Common Stock on the Over the Counter market and the amount of
stock traded are volatile. There can be no assurance that these markets will
improve in the future.

FORWARD LOOKING STATEMENTS

Some statements and information contained in this Annual Report are not
historical facts, but are forward-looking statements. They can be identified by
the use of forward-looking words such as "believes," "expects," "plans," "may,"
"will," "would," "could," "should," or "anticipates," or other comparable words,
or by discussions of strategy, plans or goals that involve risks and
uncertainties that could cause actual results to differ materially from those
currently anticipated. We warn you that these forward-looking statements are
only predictions, subject to risks and uncertainties. Actual events or results
can differ materially from those expressed or implied as a result of a variety
of factors, including those set forth above under "Risk Factors."

ITEM 2.  PROPERTY

Javo's facilities, including its principal executive offices are located in
Vista, California in San Diego County. The Company entered into a seven-year
lease of an approximately 38,000 square foot building on June 30, 2002. In
September and October of 2002, following the completion of tenant improvements,
the Company relocated from its Miramar facility in San Diego to a new facility
in Vista, California. The Vista facility houses Javo's entire operation as well
as those of its principal roaster.

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ITEM 3.  LEGAL PROCEEDINGS

At the present time the Company has no outstanding legal proceedings.

From time to time, the Company is involved in various litigation matters arising
out of the normal conduct of its business, including litigation relating to
commercial transactions, contracts and other matters. In the opinion of
management, the final outcome of these matters will not have a material adverse
effect on our financial position, results of operations or cash flows.

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

The Company did not submit any matters to a vote of stockholders during the
final quarter of fiscal year 2003.

                                     PART II

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

MARKET INFORMATION

The Company's Common Stock is traded over-the-counter and quoted on the OTC
Electronic Bulletin Board under the symbol "JAVO." The reported highest and
lowest prices for the Common Stock for each quarter as reported by the NASDAQ
OTC Bulletin Board are shown below for fiscal years 2002 and 2003 and March 22
of the first quarter of 2004. These quotations represent prices between dealers
and do not include retail markup, markdown or commission nor do they represent
actual transactions.

                                                 HIGH                   LOW

2002
         First Quarter                         $0.3600                $0.0800
         Second Quarter                        $0.3350                $0.1400
         Third Quarter                         $0.5100                $0.2600
         Fourth Quarter                        $0.4700                $0.2500

2003
          First Quarter                        $0.2800                $0.1600
          Second Quarter                       $0.3600                $0.1500
          Third Quarter                        $0.3200                $0.1800
          Fourth Quarter                       $0.1900                $0.1500

2004
          First Quarter through March 22       $0.5000                $0.1500

SHAREHOLDERS

As of December 31, 2003, the Company had approximately 624 holders of record of
our Common Stock and 141,046,434 shares of Common Stock outstanding.

DIVIDENDS

The Company has not declared a dividend during the past two fiscal years, or
since the end of the last fiscal year.

SALES AND ISSUANCES OF UNREGISTERED SECURITIES

From December 1999 through June 2001, the Company issued 9,938,981 shares of its
Common Stock to forty-three individuals in return for $1,021,175 or an average
of $0.10 per share. The Company is relying on the exemption from registration
pursuant to Regulation D of the Securities Act of 1933 for these issuances.

From September 2001 through December 2001, the Company issued 3,736,250 shares
of its Common Stock to nine individuals in return for $149,450 or $0.04 per
share. In addition to the shares, the nine individuals received one-year
warrants for the purchase of 1,868,125 at $0.20 per share, which expired on or
before December 31, 2002. The Company is relying on the exemption from
registration pursuant to Regulation D of the Securities Act of 1933 for these
issuances.

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From February through March 2002, the Company issued 15,000,000 shares at $0.075
per share in connection with the private placement offering for a $1,000,000
bridge loan, which was funded in February 2002. The Company recorded expenses in
connection with the issuances of $1,125,000. From April through June 2002, as
the second phase of the offering, the Company issued 30,000,000 shares at $0.17
per share in connection with a second phase of this private placement offering
for a $5,000,000 loan, which was funded in April 2002. In connection with the
stock issuance for the second phase offering, the Company capitalized and is
amortizing into expense over the five years of the debts $2,400,000. The Company
is relying on the exemption from registration pursuant to Regulation D of the
Securities Act of 1933 for these issuances.

From January through December 2003 pursuant to a Private Placement Memorandum,
the Company issued a total of 36,000,000 shares of Common Stock at an average of
$0.13 per share in connection with a $6,000,000 private debt placement. The
36,000,000 shares comprising the equity portion of the offering had been
contributed to the Company's stock treasury by members of executive management
of the Company. In connection with the stock issuance for this debt offering,
the Company capitalized a non-cash discount against the debt of $2,880,000 and
recorded a non-cash expense for stock issuance of $1,800,000. The Company is
relying on exemption from registration pursuant to Rule 506 of Regulation D of
the Securities Act of 1933.

2002 EXECUTIVE ISSUANCE

In January 2002, the Company issued 17,975,646 shares at $0.04 per share to key
employees and executives based on employment with the Company. The shares issued
were subject to forfeiture according to related employment agreements. The
Company recorded non-cash expenses in connection with the issuances of $719,026.
The issuance was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933. The majority of these shares were recently returned to
the Company stock treasury in March and April of 2003 as part of a total
contribution to treasury by the five members of the Company's management of
36,000,000 shares of Common Stock.

STOCK ISSUANCES FOR DISPUTE SETTLEMENTS

From September through December 2001, the Company issued 520,000 shares of its
Common Stock to seven individuals in negotiated settlement of disputes. The
Company recorded non-cash expenses for the issuances of $20,800 or $0.04 per
share. The issuance was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.

STOCK ISSUANCES FOR THIRD PARTY SERVICES

From April through December of 2001, the Company agreed to issue 3,465,910
shares of its Common Stock to twenty individuals and/or companies for services
provided to the Company. The Company recorded non-cash expenses for the
issuances of $200,144. The offering was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.

In June 2002, the Company issued 67,000 shares at $0.14 per share for consulting
services rendered. The Company recorded non-cash expenses for the issuance of
$10,000. The offering was exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933.

In August 2002, the Company issued 41,561 shares at $0.32 per share in payment
for consulting services. The Company recorded non-cash expenses for the issuance
of $13,300. The issuance was exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933.

In March 2003, the Company issued 100,000 shares of common stock at $0.13 per
share to a consulting firm for services. The Company recorded a non-cash expense
for the issuances of $13,000. The issuance was exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933.

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In April 2003, the Company issued 500,000 shares of common stock at $0.13 per
share to an independent consultant for services. The Company recorded a non-cash
expense for the issuances of $65,000. The issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.

In September 2003, the Company issued 500,000 shares of common stock at $0.14
per share to a consulting firm and an individual for services. The Company
recorded a non-cash expense for the issuances of $70,000. The issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

STOCK ISSUANCES TO EMPLOYEES FOR SERVICES

From February through June 2001, the Company agreed to issue 1,012,000 shares of
its Common Stock to three of its employees for past services. The Company
recorded a non-cash expense for the issuances of $85,425. The issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

In addition, one of the above employees in March 2001 purchased 62,500 shares of
stock for $5,000 cash. The issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.

In June 2002, the Company issued 400,000 shares at $0.14 per share to employees
in connection with their employment. A significant portion of the shares issued
are subject to forfeiture according to terms of their employment. The Company
recorded a non-cash expense for the issuances of $56,000. The issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

In July 2002, the Company issued 5,000 shares at $0.17 per share to an employee
in connection with their employment. A significant portion of the shares issued
are subject to forfeiture according to terms of their employment. The Company
recorded a non-cash expense for the issuances of $850. The issuance was exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933.

In January 2003, the Company issued 275,000 shares of common stock at $0.16 per
share to two employees pursuant to an employment agreement. The Company recorded
a non-cash expense for the issuances of $44,000. The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

In February 2003, the Company issued 121,000 shares of common stock at $0.13 per
share to two employees pursuant to an employment agreement. The Company recorded
a non-cash expense for the issuances of $15,730. The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

In April 2003, the Company issued 4,000 shares of common stock at $0.13 per
share to an employee pursuant to an employment agreement. The Company recorded a
non-cash expense for the issuances of $520. The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

In May 2003, the Company issued 50,000 shares of common stock at $0.13 per share
to two employees pursuant to an employment agreement. The Company recorded a
non-cash expense for the issuances of $6,500. The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

In May 2003, the Company cancelled 85,000 shares of common stock previously
issued to four employees pursuant to their employment agreements.

In November 2003, the Company issued 215,000 shares of common stock at $0.12 per
share to three employees pursuant to an employment agreement. The Company
recorded a non-cash expense for the issuances of $25,800. The issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

In November 2003, the Company cancelled 165,000 shares of common stock
previously issued to two employees pursuant to their employment agreements.

In December 2003, the Company cancelled 40,000 shares of common stock previously
issued to one employee pursuant to their employment agreement.

                                       10





<PAGE>

STOCK ISSUANCES TO EXECUTIVES FOR CONTRIBUTION OF EXPENSES AND CASH

In September 2001, three executives converted amounts owed to them for past
services, Company expenses paid by them individually and cash advances to the
Company to 6,571,604 shares of its Common Stock. The Company offset its accrued
liabilities and loans payable by $262,864. The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

In January 2002, the Company issued 23,907,473 shares at $0.04 per share to key
employees and executives as payment of amounts owed by the Company for expenses
and past services. The issuance was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933. The majority of these shares were returned
to the Company stock treasury in March and April of 2003 as part of a total
return to treasury by the five members of the Company's management of 36,000,000
shares of Common Stock.

WARRANTS ISSUED AND EXERCISED

In December 2002, the Company issued 12,500 shares for $2,500 in connection with
the exercise of a warrant held at $0.20 per share. The Company is relying on
exemption from registration pursuant to Section 4(2) of the Securities Act of
1933.

In December 2002, the Company issued 150,000 shares for $12,750 in connection
with the exercise of warrants held at $0.085 per share. The Company is relying
on exemption from registration pursuant to Section 4(2) of the Securities Act of
1933.

In January 2003, the Company issued 250,000 shares for $50,000 in connection
with the exercise of warrants held at $0.085 per share. The Company is relying
on exemption from registration pursuant to Section 4(2) of the Securities Act of
1933.

In 2003, the Company issued warrants for the purchase of 62,355 shares of common
stock at $0.085 earned pursuant to a consulting agreement. The Company recorded
a non-cash expense of $10,959 for the issuance of the warrants.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Company's financial statements and related notes included in this report and,
except for historical information, may contain forward-looking statements within
the meaning of applicable federal securities law.

For years ended December 31, 2003 and 2002

REVENUES

The revenues in 2003 increased to $661,594 from $605,655 received in 2002. The
increase of $55,939 or 9.2% in sales is primarily due to an increase in
foodservice sales and due to better results from our sales efforts for
Down-the-Street customers. Down-the-Street customers are businesses such as
restaurants, hotels, hospitals and health care facilities that are not part of a
chain of more then 20 locations. The gains in foodservice sales were offset by a
reduction in sales of its ingredient extracts. The Company anticipates
substantial growth in sales of its ingredient extracts, its foodservice
bag-in-box and hand mix products and its new coffee flavored beverage products
in 2004.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses were $443,043 in 2003 compared to $964,836 in
2002, a decrease of $521,793 or 54.1%. The significant decrease was primarily
due to reduced research and development overall costs as the Company
concentrated on selling its products and the non-recurring expense for an
outside scientific consultation of $159,339.

                                       11





<PAGE>

SELLING AND MARKETING EXPENSES

Selling and marketing expenses for 2003 were $1,006,213 compared to $1,061,988
in 2002. The decrease of $55,775 or 5.3% is primarily attributed to the
reduction in outside broker commissions of $244,113 incurred in 2002 offset by
the increase in in-house sales personnel and related sales expenses in 2003 of
$188,338.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for 2003 were $1,822,641 compared to
$2,088,372 in 2002. The decrease of $265,731 or 12.7% is primarily due to a
decrease in non-cash expense related to issuance of stock in connection with
Executives' employment agreements of $789,209, reduced outside legal expenses of
$65,801, offset by increased payroll and related costs for staffing finance &
accounting of $99,225, a reduction in the allocation of overhead expenses to
research and development, an increase in non-cash depreciation expense of
$120,771, an increase in non-cash expense for issuing stock for services of
$130,756 and overhead due to occupying its Vista 38,000 square foot facility for
the entire year 2003 of $209,730.

OTHER INCOME/EXPENSES

Other income/expenses were $3,193,729 in 2003 compared to $1,872,528 in 2002.
The increase in other income/expenses of $1,321,201 or 70.6% is primarily
attributable to an increase in the non-cash expense for its 2003 debt offering
loan fee of $675,000, an increase in interest expense of $607,446 and a decrease
in interest income of $37,621.

NET LOSS

The net loss for the Company for 2003 was ($6,251,452) compared to ($6,017,642)
in 2002, an increase of ($233,810) or 3.9%. The increase was primarily due to
non-cash expenses related to issuance of stock in connection with its debt of
$675,000, and an increase in interest expense of $607,446, offset by a decrease
in research and development expenses of $521,793, a decrease in sales and
marketing expenses of $55,775, a decrease in general and administrative expenses
of $276,690 and an increase gross profits of $244,092.

LIQUIDITY AND CAPITAL RESOURCES

The Company has experienced net losses and negative cash flow from operations
each year since inception. Through December 31, 2003, it had incurred an
accumulated deficit of $23,115,136 and had consumed cash from operations and
financing in excess of $10.8 million. It had financed operations since inception
primarily through capital contributions from its founder, related-party loans,
private placements of its Common Stock and debt offerings. The Company completed
funding a $6,000,000 through a private placement of units of debt with Common
Stock in the final quarter 2003. The remaining cash from the net proceeds of the
offering of approximately $2,687,000 at December 31, 2003, and the anticipated
cash flow from increased sales and gross profits in 2004 should provide adequate
capital to fund operations, sales growth and any required capital expenditures
through the Company's anticipated cash flow breakeven.

In December, 2001, and January, 2002, the Company developed a two-phase private
placement of debt with an equity component, and began engaging its key employees
and executives through employment agreements and converting its growing
liability to its key employees and executives for accrued compensation and
expenses into Common Stock. In January, 2002, the Company agreed to issue 22.2
million shares of its Common Stock at $0.04 to its five key executives for all
past services, company expenses and cash advances to the Company. In addition,
the Company entered into five-year employment agreements with its five key
executives, which sets initial compensation levels and provides an additional
17.44 million shares subject to potential right of repurchase by the Company.
The five highest ranking executives recently contributed 36,000,000 shares of
Common Stock to the Company's stock treasury to facilitate the recently
completed $6,000,000 private placement offering.

On February 8, 2002, the Company closed a one-year bridge loan debt offering for
$1,000,000 - phase one of the private placement offering. The bridge loan
resulted in net cash to the Company of $950,000. The Company issued 15 million
shares of its Common Stock in connection with the bridge loan financing. The
funds were used to pay current and past trade payables, to acquire coffee to
execute its current sales orders, to acquire production equipment, to engage
sales organizations for sale of its coffee concentrates to chain food service
stores and to provide operating capital.

                                       12





<PAGE>

On April 11, 2002, the Company closed a series of five-year loans for a total of
$5,000,000 - phase two contemplated by the private placement. No payments are
due on the phase two loan until April 2007. Phase two of the private placement
resulted in repayment of the $1,000,000 one-year bridge loan netting the Company
$4,000,000 before selling expense. In connection with the phase two debt
offering, the Company agreed to issue an additional 30,000,000 shares of its
Common Stock. The Company used the proceeds of the offering to commercialize its
products, to build out its 38,000 square foot facility in Vista, California, to
increase its production capacity, to hire additional personnel in sales, quality
assurance/quality control, accounting, and to fund operating deficits.

During the year 2003 the Company closed a series of five-year loans for a total
of $6,000,000 through private placements. The loans were funded in increments
through the year 2004 with the bulk in the fourth quarter of 2003. In connection
with the debt offering, the Company agreed to issue an additional 36,000,000
shares of its Common Stock. The 36,000,000 shares had been returned to the
Company treasury by its five top executives. The Company has and will continue
to use the funds from the debt offering to fund additional personnel, sales and
marketing costs, improvement to its production facilities and to fund operating
deficits.

See `Risk Factors' in Item 1 of this Report which are incorporated by reference
into this Item 6 in their entirety.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

ITEM 7.  FINANCIAL STATEMENTS

                                       13
<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          INDEX TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

                                                                            Page
                                                                            ----

INDEPENDENT AUDITORS' REPORT                                                 F-1

FINANCIAL STATEMENTS

         Balance Sheet                                                       F-2

         Statements of Operations                                            F-3

         Statements of Stockholders' Deficit                                 F-4

         Statements of Cash Flows                                            F-6

         Notes to Financial Statements                                       F-7

<PAGE>

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


Board of Directors
Javo Beverage Company, Inc.

We have audited the accompanying balance sheet of Javo Beverage Company, Inc.
(the "Company") as of December 31, 2003, and the related statements of
operations, stockholders' deficit, and cash flows for each of the two years in
the period ended December 31, 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 Javo Beverage Company, Inc. as
of December 31, 2003 and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.





                                                      Hurley & Company
Granada Hills, California
February 18, 2004


                                       F-1

<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2003

                                     ASSETS

CURRENT ASSETS:

  Cash and cash equivalents                                        $  2,687,708
  Accounts receivable, net of allowance for doubtful
    accounts of $2,103                                                   78,670
  Employee advances                                                      16,074
  Inventory, net of reserve for obsolescence of $128,204                125,798
                                                                   -------------

     Total current assets                                             2,908,250

PROPERTY AND EQUIPMENT, NET                                             692,967

OTHER ASSETS
  Deposits                                                              277,548
  Loan fee, net of accumulated amortization of $191,410                 622,140
                                                                   -------------

     Total other assets                                                 899,688
                                                                   -------------

     Total assets                                                  $  4,500,905
                                                                   =============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

  Accounts payable and accrued expenses                            $    401,302
  Accrued payroll and related benefits                                    7,587
                                                                   -------------

     Total current liabilities                                          408,889

Long-term debt                                                       11,000,000

Unamortized discount on long-term debt                               (4,294,729)
                                                                   -------------

     Net long-term debt                                               6,705,271

Accrued long-term interest payable                                    1,008,029


Commitments and contingencies                                                --
                                                                   -------------

     Total liabilities                                                8,122,189
                                                                   -------------

STOCKHOLDERS' DEFICIT:

Common stock, $0.001 par value, 150,000,000 shares authorized,
    141,046,434 shares issued and outstanding                           141,046
Additional paid in capital                                           19,352,483
Warrants outstanding                                                    315,323
Stock subscription receivable                                          (315,000)
Accumulated deficit                                                 (23,115,136)
                                                                   -------------

     Total stockholders' deficit                                     (3,621,284)
                                                                   -------------

     Total liabilities and stockholders' deficit                   $  4,500,905
                                                                   =============


   The accompanying notes are an integral part of these financial statements.

                                       F-2
<PAGE>

<TABLE>
                                     JAVO BEVERAGE COMPANY, INC.
                                      STATEMENTS OF OPERATIONS
                           FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


<CAPTION>
                                                                           2003                2002
                                                                      --------------      --------------

<S>                                                                   <C>                 <C>
Net sales                                                             $     661,594       $     605,655

Cost of sales                                                               447,420             635,573
                                                                      --------------      --------------

     Gross loss                                                             214,174             (29,918)

Operating expenses:
  Research and development                                                  443,043             964,836
  Selling and marketing                                                   1,006,213           1,061,988
  General and administrative                                              1,822,641           2,088,372
                                                                      --------------      --------------

     Total operating expenses                                             3,271,897           4,115,196
                                                                      --------------      --------------

     Loss from operations                                                (3,057,723)         (4,145,114)
                                                                      --------------      --------------

Other income (expenses):
  Loan fee                                                               (1,800,000)         (1,125,000)
  Interest expense                                                       (1,397,241)           (789,795)
  Interest income                                                             4,646              42,267

  Loss on disposal of assets                                                 (1,134)                 --
                                                                      --------------      --------------

     Total other income (expense)                                        (3,193,729)         (1,872,528)
                                                                      --------------      --------------

     Net loss                                                         $  (6,251,452)      $  (6,017,642)
                                                                      ==============      ==============

Basic and diluted loss per share                                      $       (0.05)      $       (0.05)
                                                                      ==============      ==============

Weighted average number of shares outstanding, basic and diluted        118,763,068         130,553,290
                                                                      ==============      ==============


             The accompanying notes are an integral part of these financial statements.

                                                F-3
</TABLE>
<PAGE>

<TABLE>
                                          JAVO BEVERAGE COMPANY, INC.
                                      STATEMENTS OF STOCKHOLDERS' DEFICIT
                                FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<CAPTION>
                                                                              Additional
                                                Common Stock                   Paid-in
                                          Shares             Amount            Capital
                                       -------------      -------------      -------------

<S>                                      <C>              <C>                <C>               <C>
Balances at January 1, 2002              54,423,854       $     54,424       $ 10,531,044

Shares issued to employees
  in January 2002 at $0.04
  per share (fair value)
  for expenses                           23,907,473             23,907            936,516

Shares issued to employees
  in January 2002 at $0.04
  per share (fair value)
  per employment agreements              17,975,646             17,976            701,051

Shares issued for correction                  1,000                  1                 (1)

Shares issued at $0.075 per
  share in connection with
  loan payable                           15,000,000             15,000          1,110,000

Receipt of stock
  subscription cash                              --                 --                 --

Shares issued at $0.08 per
  share in connection with
  loan payable                           30,000,000             30,000          2,370,000

Shares issued for services
  at $0.14 per share                         67,000                 67              9,933

Shares issued to employees
  at $0.14 per share                        600,000                600             83,400

Shares cancelled per
  agreement with former
  executive                              (2,862,600)            (2,863)          (531,512)

Warrants issued at a strike
  price of $0.1875 per
  agreement with former executive                --                 --           (304,364)

Shares issued at $0.17 per
  share to employees per
  employment agreements                       5,000                  5                845

Shares issued in August 2002
  at $0.32 per share for
  services                                   41,561                 42             13,258

Warrants exercised at $0.20
  per share                                  12,500                 12              2,488

Warrants exercised at $0.085
  per share                                 150,000                150             12,600

(CONTINUED)


                                       Accumulated         Warrants         Subscription
                                         Deficit          Outstanding        Receivable           Total
                                       -------------      -------------     -------------      -------------

Balances at January 1, 2002            $(10,846,042)      $         --      $ (1,059,375)      $ (1,319,949)

Shares issued to employees
  in January 2002 at $0.04
  per share (fair value)
  for expenses                                   --                 --                --            960,423

Shares issued to employees
  in January 2002 at $0.04
  per share (fair value)
  per employment agreements                      --                 --                --            719,027

Shares issued for correction                     --                 --                --                 --

Shares issued at $0.075 per
  share in connection with
  loan payable                                   --                 --                --          1,125,000

Receipt of stock
  subscription cash                              --                 --            15,000             15,000

Shares issued at $0.08 per
  share in connection with
  loan payable                                   --                 --                --          2,400,000

Shares issued for services
  at $0.14 per share                             --                 --                --             10,000

Shares issued to employees
  at $0.14 per share                             --                 --                --             84,000

Shares cancelled per
  agreement with former
  executive                                      --                 --           534,375                 --

Warrants issued at a strike
  price of $0.1875 per
  agreement with former executive                --            304,364                --                 --

Shares issued at $0.17 per
  share to employees per
  employment agreements                          --                 --                --                850

Shares issued in August 2002
  at $0.32 per share for
  services                                       --                 --                --             13,300

Warrants exercised at $0.20
  per share                                      --                 --                --              2,500

Warrants exercised at $0.085
  per share                                      --                 --                --             12,750


(NEXT PAGE)

                                                     F-4
<PAGE>

                                          JAVO BEVERAGE COMPANY, INC.
                                      STATEMENTS OF STOCKHOLDERS' DEFICIT
                                FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                              Additional
                                                Common Stock                   Paid-in
                                          Shares             Amount            Capital
                                       -------------      -------------      -------------

Net loss                                         --       $         --       $         --
                                       -------------      -------------      -------------

Balance at December 31, 2002            139,321,434            139,321         14,935,258

Shares issued at $0.13 per
  share in connection with
  loan payable                           36,000,000             36,000          4,644,000

Shares issued to employees
  at $0.16                                   55,000                 55              8,745

Shares issued for exercised
  warrants at $0.20                         250,000                250             49,750

Shares issued for services
  at $0.13                                  700,000                700             90,300

Shares issued to employees
  at $0.13                                   35,000                 35              4,515

Shares contributed by
  officers                              (36,000,000)           (36,000)          (474,000)

Shares issued for services
  at $0.14                                  500,000                500             69,500

Shares issued to employees
  at $0.12                                  215,000                215             25,585

Shares issued to employees
  canceled at $0.04                         (30,000)               (30)            (1,170)

62,535 warrants issued at
  strike price of $0.85 per
  agreement with consultant                      --                 --                 --


Net loss                                         --                 --                 --
                                       -------------      -------------      -------------

Balance at December 31, 2003            141,046,434       $    141,046       $ 19,352,483
                                       =============      =============      =============

(CONTINUED)

                                       Accumulated         Warrants         Subscription
                                         Deficit          Outstanding        Receivable           Total
                                       -------------      -------------     -------------      -------------

Net loss                               $ (6,017,642)      $         --      $         --       $ (6,017,642)
                                       -------------      -------------     -------------      -------------

Balance at December 31, 2002            (16,863,684)           304,364          (510,000)        (1,994,741)

Shares issued at $0.13 per
  share in connection with
  loan payable                                   --                 --          (315,000)         4,365,000

Shares issued to employees
  at $0.16                                       --                 --                --              8,800

Shares issued for exercised
  warrants at $0.20                              --                 --                --             50,000

Shares issued for services
  at $0.13                                       --                 --                --             91,000

Shares issued to employees
  at $0.13                                       --                 --                --              4,550

Shares contributed by
  officers                                       --                 --           510,000                 --

Shares issued for services
  at $0.14                                       --                 --                --             70,000

Shares issued to employees
  at $0.12                                       --                 --                --             25,800

Shares issued to employees
  canceled at $0.04                              --                 --                --             (1,200)

62,535 warrants issued at
  strike price of $0.85 per
  agreement with consultant                      --             10,959                --             10,959


Net loss                                 (6,251,452)                --                --         (6,251,452)
                                       -------------      -------------     -------------      -------------

Balance at December 31, 2003           $(23,115,136)      $    315,323      $   (315,000)      $ (3,621,284)
                                       =============      =============     =============      =============


                  The accompanying notes are an integral part of these financial statements.

                                                    F-5
</TABLE>
<PAGE>

<TABLE>
                                          JAVO BEVERAGE COMPANY, INC.
                                           STATEMENTS OF CASH FLOWS
                                FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<CAPTION>
                                                                                      2003               2002
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
Cash flows from operating activities:
  Net loss                                                                         $(6,251,452)      $(6,017,642)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                      906,780           523,235
    Issuance of common stock and warrants for services                                 171,959            23,300
    Issuance of common stock for compensation                                           37,950           803,877
    Issuance of common stock for loan fee                                                   --         1,125,000
    Issuance of common stock to related parties for expenses paid                           --           960,423
    Loss on disposal of assets                                                           1,134                --
    Changes in operating assets and liabilities:
      Accounts receivable                                                              (16,492)          (70,840)
      Inventory                                                                         24,202          (142,775)
      Deposits                                                                        (224,711)          (52,837)
      Other assets                                                                       2,611            (5,127)
      Accounts payable and accrued expenses                                             40,092          (529,974)
      Accrued payroll and related benefits                                             (24,342)         (373,658)
      Accrued interest payable                                                         639,973           368,056
      Other current liabilities                                                        (24,809)          (15,500)
                                                                                   ------------      ------------
      Net cash used in operating activities                                         (4,717,105)       (3,404,462)

Cash flows from investing activities:
  Proceeds from disposal of equipment                                                      836                --
  Purchases of property and equipment                                                 (241,026)         (606,505)
                                                                                   ------------      ------------
      Net cash used in investing activities                                           (240,190)         (606,505)

Cash flows from financing activities:
  Proceeds from long-term debt                                                       5,385,000         2,900,000
  Loan fee                                                                            (313,550)         (500,000)
  Payments on related party loans                                                           --           (95,280)
  Payment received on stock subscription                                                    --            15,000
  Issuance of stock for cash                                                         1,849,550         2,415,250
                                                                                   ------------      ------------

      Net cash provided by financing activities                                      6,921,000         4,734,970

      Net change in cash and cash equivalents                                        1,963,705           724,003

      Cash and cash equivalents at beginning of period                                 724,003                --
                                                                                   ------------      ------------

      Cash and cash equivalents at end of period                                   $ 2,687,708       $   724,003
                                                                                   ============      ============

Non cash financing activities:
      Stock subscription note cancelled                                            $   510,000       $        --
      Stock issued for subscription                                                   (315,000)               --

Supplemental cash flow information:
      Cash paid for interest                                                       $        --       $    68,156
      Cash paid for income taxes                                                         1,600             4,000


                  The accompanying notes are an integral part of these financial statements.

                                                      F-6
</TABLE>
<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 1.  NATURE OF OPERATIONS

Organization
------------

Javo Beverage Company, Inc., formerly La Jolla Fresh Squeezed Coffee Company,
Inc., (the "Company") was incorporated in the state of Delaware on June 21,
2002. In 2002, the Company merged with La Jolla Fresh Squeezed Coffee Company,
Inc. ("LJCC"). LJCC was incorporated in the state of Washington on February 9,
1987. In 1998, the LJCC acquired the net assets of Stephen's Coffee Company,
Inc. ("SCC"). SCC was incorporated in the state of California on August 13,
1993. SCC was the operating company responsible for the development of
manufacturing methods and products for distribution. Effective November 1, 1998,
SCC was acquired for 1,142,500 shares of common stock representing approximately
9% of the outstanding voting stock of LJCC in exchange for the common stock of
SCC. The LJCC's sales during 2001 were primarily of a promotional nature as it
tried to find its niche in the marketplace. From August 13, 1993 to December 31,
2001, the Company was a development stage enterprise. After the merger of LJCC
into the Company, the Company exited the development stage as it began to
generate significant revenues.

Nature of Operations
--------------------

The Company is a technology-based manufacturer and marketer of coffee
concentrates, beverages and extracts for the food service and ingredient
markets. Its manufacturing plant and administrative offices are in Vista,
California, in the North San Diego County area. Many of the Company's customers
are in the Southern California area; however, the Company sells to customers
throughout the United States.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
----------------

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

Concentration of Credit Risk
----------------------------

The Company purchases certain products from five suppliers, which accounted for
approximately 85% and 65% of total purchases in 2003 and 2002, respectively.
Management does not believe that the loss of these suppliers could have a severe
impact on the result of operations.

Revenue Recognition
-------------------

Revenue from coffee products is recognized upon shipment of product. Estimated
returns and allowances are accrued at the time of sale.

                                       F-7
<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising costs
-----------------

Advertising and promotional costs are expensed as incurred. Advertising and
promotional expenses were $38,193 and $81,980 for the years ended December 31,
2003 and 2002, respectively.

Research and Development Expenses
---------------------------------

Research and development costs are expensed as incurred.

Income Taxes
------------

The Company accounts for income taxes under the provisions of SFAS No. 109.
"Accounting for Income Taxes," whereby deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between bases used for financial reporting and income tax purposes. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. A valuation allowance is provided for certain deferred
tax assets if it is more likely than not that the Company will not realize tax
assets through future operations.

Stock-Based Compensation
------------------------

The Company accounts for employee stock options using the intrinsic method
prescribed by Accounting Principles Board Option No. 25 ("APB 25") "Accounting
for Stock Issued to Employees." The Company makes pro forma disclosures of net
income and earnings per share as if the fair value method of accounting had been
applied in accordance with SFAS 123. The Company accounts for non-employee stock
options under the fair value method using the Black-Scholes model.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment to SFAS 123", effective for
fiscal years ending after December 12, 2002, which provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. The adoption of SFAS No. 148
did not have a material impact on the Company's financial statements, as the
Company already accounts for stock-based compensation using the fair value
method.

Loss Per Share
--------------

Basic EPS is computed as net income (loss) divided by the weighted average
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur from common stock issuable through stock
options, warrants and other convertible securities. The Company did not have any
potentially dilutive common stock equivalents as of December 31, 2003.

Cash and Cash Equivalents
-------------------------

Cash and cash equivalents include cash on hand and on deposit and highly liquid
debt instruments with original maturities of three months or less.

                                       F-8
<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventory
---------

Inventories consist principally of raw materials and finished goods and are
stated at the lower of cost (first-in, first-out method) or market.

Property and Equipment
----------------------

Property and equipment are depreciated over their estimated useful lives using
the straight-line method over three to seven years. Additions are capitalized.
The cost of maintenance and repairs is charged to expense as incurred.

Fourth quarter adjustments
--------------------------

The Company made adjustments during the fourth quarter 2002 to better reflect
the matching of costs and benefits of the issuance of stock and debt. The net
effect of these adjustments was to reduce the Company's net loss by
approximately $4 million.

Reclassifications
-----------------

Certain prior year amounts in the accompanying financial statements have been
reclassified to conform to the current year's presentation.

NOTE 3.  BASIS OF PRESENTATION

During the two years ended December 31, 2003 and 2002, the Company had recurring
losses while trying to find its niche in the retail coffee market. The Company
exited the development stage at the end of 2001, but still has not developed
sufficient revenues to cover its operating expenses. The Company has working
capital of approximately $2,500,000, but a stockholder deficit of over
$3,600,000 and losses from operations the last two years have been significant.
Management is confident that the Company's working capital is sufficient to
cover its capital requirements through 2004.

Management's plans to become profitable involve expanding its sales force to
further introduce its products across the country.

It is not possible to predict the success of management's subsequent efforts to
achieve profitability. If management is unable to achieve its goals, the Company
may find it necessary to undertake other actions as may be appropriate if it is
to continue operations and meet its commitments. The accompanying financial
statements do not include any adjustments relating to the recoverability and
classification of the recorded asset amounts or the amounts and classification
of liabilities that might be necessary should the Company be unable to meet its'
sales targets.

                                       F-9
<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 4.  MAJOR CUSTOMERS

During the year ended December 31, 2003, the Company had sales to three major
customers, Yocream, which accounted for 31% of sales, WP Beverage Partners,
which accounted for 19% of sales, and Sysco Foods Los Angeles, which accounted
for 14% of sales. During 2002, it had sales to a major customer; Yocream, which
accounted for 86% of sales.

NOTE 5.  INVENTORY

Inventory at December 31, 2003 consists of the following:


                  Raw materials                                       $ 234,399
                  Finished goods                                         19,603
                                                                      ----------
                                                                        254,002
                  Reserve for obsolescence                             (128,204)
                                                                      ----------
                                                                      $ 125,798
                                                                      ==========



NOTE 6.  PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2003:

                  Production equipment                                $ 837,300
                  Office equipment                                       54,043
                  Leasehold improvements                                 81,431
                                                                      ----------

                  Total cost                                            972,774

                  Less accumulated depreciation                        (279,807)
                                                                      ----------

                                                                      $ 692,967
                                                                      ==========

During the years ended December 31, 2003 and 2002, depreciation expense totaled
$155,377 and $97,958, respectively.

NOTE 7.  INTANGIBLE ASSETS

The Company recorded loan fees of $313,550 and $500,000 during the years ended
December 31, 2003 and 2002, respectively, which represented a 10% commission
paid in connection with its private placement debt offerings (see Note 8 below).
These fees are being amortized over the five-year life of the loans.
Amortization expense as of December 31, 2003 and 2002 was $119,466 and $71,944,
respectively, and the estimated amortization expense for the next five fiscal
years is as follows:

                  Year ending December 31, 2004                        $162,710
                  Year ending December 31, 2005                         162,710
                  Year ending December 31, 2006                         162,710
                  Year ending December 31, 2007                          90,766
                  Year ending December 31, 2008                          43,244
                                                                       ---------

                                                                       $622,140
                                                                       =========

                                      F-10
<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 8.  LONG-TERM DEBT

On February 8, 2002, the Company issued $1,000,000 in notes payable to private
investors as a bridge loan until funding for its $5,000,000 private placement
debt offering was completed on April 11, 2002. In connection with the bridge
loan, the Company paid 6% interest (totaling $10,192) and issued 15,000,000
shares of restricted common stock, valued at $1,125,000, to the note holders.
These note holders were also given a 5% discount on their notes payable,
totaling $50,000, which the Company recorded as interest expense.

On April 11, 2002, the Company issued $5,000,000 in promissory notes bearing 10%
interest per year, which mature on April 11, 2007. The proceeds of this funding
paid off the Bridge Loan discussed above and provided the Company with working
capital to begin operations.

In connection with these promissory notes, the Company issued 30,000,000 shares
of its restricted common stock and paid a 10% commission totaling $500,000 (see
Note 7 above) to the persons responsible for finding the note holders. As per
APBO No. 14, the Company determined that the note holders had bought the
30,000,000 shares of restricted common stock for $2,400,000 and had paid
$2,600,000 for the debt, based on the relative fair values of the respective
equity and debt instruments issued. Accordingly, a $2,400,000 debt discount was
recognized on the $5,000,000 principal value of the promissory notes, which is
being amortized over the five-year life of the debt. This makes the effective
interest rate on the notes approximately 25.8% over the life of the debt. At
December 31, 2002, $353,333 in interest expense was amortized and $368,056 in
interest expense (at the 10% coupon rate) was accrued on the notes.

On February 28, 2003, the Company opened a $6,000,000 Private Placement Debt
offering. During the year, the Company issued $6,000,000 in promissory notes
bearing 10% interest per year, which mature 2008. The proceeds of this funding
provided the Company with working capital to continue operations.

In connection with these promissory notes, the Company issued 36,000,000 shares
of its restricted common stock and paid a 10% commission totaling $313,550 (see
Note 7 above) to the persons responsible for finding the note holders. As per
APBO No. 14, the Company determined that the note holders had bought the
36,000,000 shares of restricted common stock for $2,880,000 and had paid
$3,120,000 for the debt, based on the relative fair values of the respective
equity and debt instruments issued. Accordingly, a $2,880,000 debt discount was
recognized on the $6,000,000 principal value of the promissory notes, which is
being amortized over the five-year life of the debt. This makes the effective
interest rate on the notes approximately 20% over the life of the debt. At
December 31, 2003, $151,937 in interest expense was amortized and $139,974 in
interest expense (at the 10% coupon rate) was accrued on the notes.

Long-term debt matures as follows:

<TABLE>
<CAPTION>
              <S>                          <C>              <C>              <C>
              Year ended December 31,       Principal         Interest           Total
                                2004       $        --      $        --      $        --
                                2005                --               --               --
                                2006                --               --               --
                                2007         5,000,000        2,500,000        7,500,000
                                2008         6,000,000        3,000,000        9,000,000
                                Thereafter          --               --               --
                                           ------------     ------------     ------------

                                           $11,000,000      $ 5,500,000      $16,500,000
                                           ============     ============     ============
</TABLE>

                                      F-11
<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 9.  COMMITMENTS AND CONTINGENCIES

Leases
------

The Company entered into a non-cancelable operating lease for its office space
in 2002. The lease expires in 2009. Total rent expense for all operating leases
for the years ended December 31, 2003 and 2002 amounted to approximately
$278,679 and $139,835, respectively.

The Company's future annual minimum lease payments as of December 31, 2003 are
as follows:

                           Years Ending
                           ------------
                              2004                                      252,066
                              2005                                      259,632
                              2006                                      267,420
                              2007                                      275,445
                              2008                                      283,704
                              Thereafter                                267,320
                                                                     -----------
                                                                     $1,605,587
                                                                     ===========

Consulting Agreements
---------------------

In December 2001, the Company entered into two agreements for consultants to
develop and implement a national sales effort for the Company's products
targeted at multi-unit retail operators. The agreements call for the Company to
pay the consultants a total of $300,000 over six months for overhead and
expenses. The agreements also call for the consultants to receive warrants, upon
the execution of the agreements, entitling them to purchase 500,000 shares each
of the Company's restricted common stock at $0.085 per share. The Company
recorded $250,000 in selling and marketing costs related to these agreements
during 2002. Of these warrants, 150,000 were exercised during 2002 and no
additional warrants were issued. These agreements were canceled by the Company
in late 2002 and revised agreements were negotiated in 2003.

In 2003, the Company entered into agreements with consultants to implement a
national sales effort for the Company's products. Both agreements call for the
payment of commissions based on the number of units sold, but one agreement also
calls for the issuance of 10 warrants of the Company's restricted common stock
for each gallon sold by the consultant. As of December 31, 2003, 62,535 warrants
were earned by the consultant and the Company recognized expense of $10,959.

Litigation
----------

In November 2001, two shareholders of the Company filed a claim against the
Company alleging that the Company failed to authorize the removal of a
restrictive legend on their stock certificates in a timely manner, preventing
the sale of the shares at a then higher trading price resulting in alleged
damages of approximately $30,000. The Company settled this claim for $8,000 in
July 2002.

                                      F-12
<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 9.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

In connection with the Company's 2002 relocation to a new facility in Vista,
California, the Company engaged a consultant to design and implement certain
production room improvements. Certain portions of the improvements proved faulty
and the Company subsequently withheld the consultant's final payment of
approximately $8,000 while asking for the work to be redone. The consultant
declined to take responsibility for the work and filed suit against the Company
for breach of contract, money due on account and unjust enrichment totaling
$17,950. The Company settled this suit for $8,500 (the amount of the final
payment plus fees) in February 2004.

NOTE 10. STOCK TRANSACTIONS

During 2002, the Company issued 42,488,119 shares of restricted common stock at
prices ranging from $0.04 to $0.17 per share to employees for expenses incurred
on behalf of the Company and in conjunction with employment agreements entered
into during 2002. The shares issued in connection with the employment agreements
are subject to repurchase by the Company over a five-year period from the date
of the employment agreements at par value. As of December 31, 2002, the Company
had the right to repurchase 14,717,517 of the 18,655,646 shares issued to
employees, and had repurchased 450,000 shares during the year.

In February, 2002, the Company issued 15,000,000 shares of restricted common
stock at $0.075 per share in connection with a bridge loan from private
investors.

In April, 2002, the Company issued 30,000,000 shares of restricted common stock
at $0.08 per share in connection with promissory notes held by private
investors.

During 2002, the Company issued 109,561 shares of restricted common stock at
prices ranging from $0.14 to $0.32 per share for services rendered during 2002.

In June, 2002, a former executive of the Company returned 2,862,600 shares of
restricted common stock for 2,925,100 warrants at $0.1875 (expiring in June,
2005) and canceling a subscription note receivable of $534,375. Using the Black
Scholes method of calculating fair value, the warrants were recorded at a value
of $304,364.

In October, 2002, 162,500 warrants were exercised for 162,500 shares of
restricted common stock at prices ranging from $0.085 to $0.20 for aggregate
proceeds of $15,250.

In February, 2003, the Company opened a private placement debt offering and
issued 36,000,000 shares of common stock throughout the year at $0.13 per share
in connection with the promissory notes held by the private investors (Note 8
above).

In March and April, 2003, certain officers of the Company contributed 36,000,000
shares of Company common stock to the Company in order to complete the private
placement offering. A promissory note of $510,000 was cancelled in connection
with the return of shares from a certain officer.

In January, 2003, warrants for 250,000 shares of common stock were exercised at
$0.20 per share for proceeds of $50,000.


                                      F-13
<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 10. STOCK TRANSACTIONS (CONTINUED)

In 2003, the Company issued 305,000 shares of restricted common stock at prices
ranging from $0.12 to $0.16 per share and cancelled 30,000 shares of restricted
common stock at $0.04 per share for employees relating to employment with the
Company. $37,950 was recorded as net expense relating to these issuances and
cancellations.

During 2003, the Company issued 1,200,000 shares of restricted common stock
valued at $161,000 at prices ranging from $0.13 to $0.14 per share for services
rendered during 2003.

In 2003, a consultant earned 62,535 warrants exercisable at $0.85 per warrant
(see note 9 above). The Company has not yet issued the warrants, but has accrued
the related expense. Using the Black Scholes method of calculating fair value
and using the terms of 1- issue date of end of each quarter, 2-strike price of
$0.085, 3- expiration date of three years from issuance and 4-30 average price
on calculation date (end of quarter), the warrants were recorded at a value of
$10,959.

Incentive Stock Plans
---------------------

On February 18, 2000, the board of directors and stockholders adopted the 2000
Incentive Stock Plan (the "2000 Plan"), which authorizes the granting of options
to key employees, directors, and/or consultants to purchase 10,000,000 shares of
unissued common stock. On February 18, 2000, the board of directors approved an
aggregate of 4,550,000 shares of the Company's common stock to three officers
for $0.1875 per share. None of the approved shares were purchased.

No options, or shares related to previously issued options, were issued or
exercised during 2003.

NOTE 11. PROVISION FOR INCOME TAXES

         The Company's deferred tax assets consist of the following:

<TABLE>
<CAPTION>
                                                                     2003               2002

         <S>                                                     <C>                <C>
         Net operating loss carryforward                         $ 23,100,000       $ 17,000,000
                                                                 =============      =============

         Calculated deferred tax benefit                         $  8,700,000       $  6,400,000
         Valuation allowance                                       (8,700,000)        (6,400,000)
                                                                 -------------      -------------

         Deferred tax asset                                      $         --       $         --
                                                                 =============      =============

         Provision for income tax benefits were as follows:

         Tax benefit, calculated at statutory rate               $ (3,300,000)      $ (2,400,000)
         Increase in valuation allowance                            3,300,000          2,400,000
                                                                 -------------      -------------

                                                                 $         --       $         --
                                                                 =============      =============
</TABLE>

As a result of changes in ownership, the Company's use of net operating loss
carryforwards may be limited by section 382 of the Internal Revenue Code until
such net operating loss carryforwards expire. Deferred tax assets have been
computed using the maximum expiration terms of 20 and 5 years for federal and
state tax purposes, respectively.


                                      F-14
<PAGE>

ITEM 8A. 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 Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rule 13a-14(c) of the
Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in the Company's periodic filings
with the Commission. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect these
internal controls subsequent to the date of their most recent evaluation. Since
there were no significant deficiencies or material weaknesses identified in the
Company's internal controls, the Company did not take any corrective actions.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

CODY C. ASHWELL, 33
-------------------

Cody C. Ashwell is the Chairman and Chief Executive Officer of Javo Beverage
Company. Mr. Ashwell has served as the Company's CEO and Chairman since
September 4, 2001, acted as a consultant to the Company prior to that, and has
held a major stake in the Company since 1998. Prior to joining Javo, Mr. Ashwell
was managing partner of Ashwell, Marshall & Associates, a financial services and
consulting firm specializing in financial and management solutions for small-cap
companies. Prior to this, he was the founder and principal of a successful
financial and insurance services firm, which was later, sold to the Allstate
Insurance Corporation.

GARY LILLIAN, 47
----------------

Gary A. Lillian is Javo Beverage Company's President, responsible for the
company's commercial strategy and the development of key industry alliances.
Prior to becoming Javo's President in January of 2002, Mr. Lillian held
executive level sales and marketing positions at consumer products companies
including PepsiCo, Ford Motor Company, Pennzoil-Quaker State and The Clorox
Company. In those positions, Lillian directed multimillion-dollar marketing and
turn-around efforts with highly profitable results. He also founded start-up
companies, including a beverage company and a packaged food company, which was
later sold to Nestle. Lillian earned a bachelor's and a master's degree in
business administration from Northwestern University.

STEPHEN F. COREY, 48
--------------------

Stephen F. Corey is the founder of Javo Beverage Company. Mr. Corey currently
holds the position of senior vice president responsible for research and
development and supervision of Javo's product development programs. Mr. Corey
served as the Company's corporate secretary until March 26, 2002. Mr. Corey
performed years of scientific research on coffee varieties and coffee processing
systems, extraction processes, blend creation, equipment design, and product
stabilization to create Javo's proprietary brewing technology. His experience
has allowed him to tailor the company's products to have broad commercial
appeal. Corey studied chemistry, physics and engineering at the College of
Idaho.

RICHARD A. GARTRELL, 55
-----------------------

Richard A. Gartrell has served as Javo's chief financial officer since the fall
of 2001 and acted as a consultant to the Company for 2 years prior to that. A
certified public accountant with more than 28 years of accounting experience,
Mr. Gartrell has acted successfully in the position of chief financial officer
at several mid-cap companies, most recently, AMX Resorts, Inc. Mr. Gartrell is
qualified as an expert witness in forensic accounting and holds a Bachelor of
Science degree in accounting from Colorado State University.

                                       14





<PAGE>

WILLIAM E. MARSHALL, 33
-----------------------

William E. Marshall is Javo Beverage Company's' Executive Vice President of
Operations and General Counsel and, since March, 2002, the Company's corporate
secretary. Prior to becoming general counsel in January of 2002, Mr. Marshall
served as the Company's Chief Administrative Officer. Mr. Marshall became an
Executive Vice President on September 3, 2002. Prior to joining Javo Beverage
Company in the summer of 2001, he was a partner in Ashwell, Marshall &
Associates, a financial services and consulting firm specializing in small-cap
companies. A member of the California State Bar, Marshall earned his juris
doctor from the University of California at Los Angeles. He completed his
undergraduate studies at the University of California at Santa Barbara.

WILLIAM C. BAKER, 70
--------------------

William C. Baker has served as a Director of the Callaway Golf Company
(NYSE:ELY) since January 1994 and is Chair of its Finance Committee. Mr. Baker
also serves as a Director of La Quinta Corporation (NYSE:LQI), Public Storage,
Inc. (NYSE:PSA) and California Pizza Kitchen, Inc. (NASDAQ:CPKI). Previously,
Mr. Baker was the President of Meditrust Operating Company, President and Chief
Executive Officer of the Los Angeles Turf Club, Inc., a subsidiary of Magna
International, Inc., Chairman and Chief Executive Officer of The Santa Anita
Companies, Inc., Chairman of Santa Anita Realty Enterprises, Inc. and Chairman,
President and Chief Executive Officer of Santa Anita Operating Company. Mr.
Baker also served as President and Chief Operating Officer of Red Robin
International, Inc. (a restaurant chain) from May 1993 to May 1995, and Chairman
and Chief Executive Officer of Carolina Restaurant Enterprises, Inc. from August
1992 to December 1995. He was the principal shareholder and Chief Executive
Officer of Del Taco, Inc. from 1977 until it was sold in 1988. Mr. Baker
received his law degree in 1957 from the University of Texas.

JAMES R. KNAPP, 68
------------------

James R. Knapp has served as the Chairman of The Brookhollow Group, a real
estate investment and industrial and commercial development firm, since 1980.
Mr. Knapp currently serves as a director of Ameritas Life Insurance Corporation
(formerly Bankers Life Nebraska) and Ameritas Acacia Mutual Holding Company.
From 1975 to 1980, Mr. Knapp served as Executive Vice President and Director of
Pacific Enterprises (Formerly Pacific Lighting Corporation), the largest gas
distribution company in the United States, where he was in charge of the
financial and legal affairs of the company (corporate finance, gas supply
finance, law, accounting and administration) as well as non-utility operations
(real estate development, agriculture and equipment leasing). From 1971 to 1975,
Mr. Knapp was Group Vice President of Pacific Enterprises in charge of
non-utility operations. From 1969 to 1971, he was President and Co-Founder of
Dunn Properties Corporation, a developer of industrial properties in California,
Texas, Georgia and Colorado. From 1961 to 1969, he was a partner in the law firm
of Kalmbach, DeMarco, Knapp & Chillingworth. Prior to that, he was a partner and
associate in the law firm of Kindel and Anderson. Mr. Knapp received a degree in
Economics from Stanford University and law degree from Hastings College of the
Law.

RICHARD B. SPECTER, 51
----------------------

Richard B. Specter is a partner in the Southern California law firm of Corbett &
Steelman. Mr. Specter has served as a litigator for over twenty-five years with
extensive experience in both Federal and State courts. He has acted as lead
counsel in major litigation involving franchise disputes, distribution rights,
unfair competition and trademark issues. He has also been involved in antitrust
matters affecting the petroleum, sports and newspaper industries, Federal and
State securities claims, and commercial transactions. Mr. Specter's trial
experience includes the areas of product liability, business disputes, real
estate matters, employment disputes, professional malpractice and banking
litigation, and antitrust litigation. Mr. Specter received his B.A. from
Washington University and his law degree from George Washington University. Mr.
Specter is a member of the Orange County Bar Association, American Bar
Association, Pennsylvania Bar Association, Illinois State Bar Association, and
Missouri Bar Association.

                                       15





<PAGE>

JERRY W. CARLTON, 62
--------------------

Jerry W. Carlton is an attorney specializing in tax and general business law and
has been a partner in O'Melveny & Myers L.L.P. for 30 years. As Managing Partner
of the firm's Orange County office for 15 years, Mr. Carlton handled hospital
acquisitions and divestitures and was responsible for all legal aspects of a
large managed care entity. Mr. Carlton has served as a director of numerous
public and privately-held companies and on the boards of several charitable
organizations, including: Phoenix House, Prentice Day School, Willametta K. Day
Foundation, Arlington Investment Company, Vicente Management Company and the
Foley Timber Company, Oakmont Corporation and Fibres International. Mr. Carlton
earned his law degree from the University of Texas in 1967.

THOMAS J. RIELLY, 52
--------------------

Thomas J. Rielly is the founder of Rielly Homes, a California-based development
company that has built over 3,000 residences and commercial buildings throughout
Southern California. As president of Rielly Homes, Mr. Rielly is directly
involved in all aspects of real estate development including land acquisition,
financing, lender-joint venture relationships, project design, construction,
leasing and sales of properties. Prior to founding Rielly Homes, Mr. Rielly
served for eight years as Executive Vice President and Chief Operating Officer
of BCE Development, Inc.'s United States operations where he managed a staff of
370 and assets exceeding $2.5 billion.

STANLEY A. SOLOMON, 63
----------------------

Stanley A. Solomon is a Certified Public Accountant currently operating a
professional practice specializing in providing tax consulting services.
Previously, Mr. Solomon was a partner in the national accounting firm of Kenneth
Leventhal & Company. Mr. Solomon has served as an outside director of two
publicly traded corporations. He earned a B.S. degree in accounting from Hunter
College and a law degree from Brooklyn Law School.

RONALD S. BEARD, 65
-------------------

Ronald S. Beard is currently a partner in the Zeughauser Group, consultants to
the legal industry. Mr. Beard has served as a Director of Callaway Golf Company
(NYSE:ELY) since June 2001. Mr. Beard chairs Callaway's Audit Committee and
serves as its lead independent director. Mr. Beard is a retired former partner
of the law firm of Gibson, Dunn & Crutcher LLP. He joined the firm in 1964,
served as Chairman of the firm from April 1991 until December 2001, and was also
its Managing Partner from April 1991 until mid-1997. Mr. Beard served as
Callaway Golf Company's General Outside Counsel from 1998 until he joined the
Board of Directors. He received his law degree in 1964 from Yale Law School.

TERRY C. HACKETT, 55
--------------------

Terry C. Hackett is the President and a partner in Hackett Management
Corporation, a real estate management company specializing in retail properties.
For fifteen years, Mr. Hackett sat on the Board of Directors of Knott's Berry
Farm Foods, which manufactured preserves, salad dressings, and other products
for distribution throughout the United States. The company was sold to ConAgra
in 1995. Mr. Hackett sat on the Board of the parent company, Knott's Berry Farm,
which was involved in the theme park, retail and food service businesses. He was
the representative for the Knott family on the Board of Cedar Fair LP
(NYSE:FUN), which acquired Knott's and has theme parks and retail sales and food
service operations at 12 locations throughout the U.S. Mr. Hackett has a degree
in business finance from the University of Southern California School of
Business and earned his law degree from the University of Southern California
School of Law.

There are no family relationships among our directors or executive officers. The
eight new outside directors were appointed in January 2004. Each director is to
receive 150,000 shares of the Company's common stock as compensation for their
service on its board of directors. As of this filing the director shares have
not been issued.

Javo's Board of Directors has determined that it will not have a separate audit
committee from its executive committee at this time. Javo has not designated an
audit committee financial expert to its board.

Javo has not adopted a formal, written code of ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. Javo has not
done so due to time constraints of its management team.

                                       16





<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table shows the compensation paid over the past three fiscal years
with respect to the Company's officers as of the end of the 2003 fiscal year. No
other officers or directors received an annual salary or bonus exceeding
$100,000.

<TABLE>
<CAPTION>
                                                Summary Compensation Table
                                                --------------------------
                                                                                   Long Term Compensation
                                                                                   ----------------------
                                       Annual Compensation                     Awards                Payouts
                                       -------------------                     ------                -------
                 (b)           (c)         (d)        (e)          (f)            (g)         (h)         (i)
               ---------   ---------   ---------   ---------   -------------   ---------   ---------   ---------
                                                     Other                     Securities                All
  Name &                                            Annual       Restricted    Underlying               Other
 Principal                 Salary ($)  Bonus ($)   Compensa         Stock       Options/     LTIP      Compen-
 Position        Year                                 tion         Award(s)     SARs(#)    Payouts($)  sation($)
------------   ---------   ---------   ---------   ---------   -------------   ---------   ---------   ---------
<S>              <C>        <C>           <C>         <C>        <C>              <C>        <C>         <C>
    CEO &        2003       $180,000      None        None       None             None       None        None
Chairman         2002       $182,500
Cody Ashwell      2001       None          None        None       Note (3)         None       None        Note (4)
------------   ---------   ---------   ---------   ---------   -------------   ---------   ---------   ---------

   President     2003       $180,000      None        None       None              None      None         None
                 2002       $144,000      None        None       Note (4)          None      None         Note (4)
Gary Lillian
------------   ---------   ---------   ---------   ---------   -------------   ---------   ---------   ---------

     CFO         2003       $180,000      None        None       None              None      None         None
                 2002       $144,000      None        None       Note (5)          None      None         Note (4)
Richard Gartrell
------------   ---------   ---------   ---------   ---------   -------------   ---------   ---------   ---------

       EVP       2003       $144,000      None        None       None              None      None
                 2002       $126,000      None        None       Note (6)          None      None         None
William Marshall
------------   ---------   ---------   ---------   ---------   -------------   ---------   ---------   ---------

       SVP       2003       $144,000      None        None       None              None      None         None
                 2002       $156,200      None        None       None              None      None         None
Stephen Corey    2001       $41,850       None        None       Note (1)          None      None         None
------------   ---------   ---------   ---------   ---------   -------------   ---------   ---------   ---------
 Former CEO &    2001       $26,188       None        None       425,000           None      None         None
   former
  Director,
 Kurt Toneys
------------   ---------   ---------   ---------   ---------   -------------   ---------   ---------   ---------
</TABLE>

Note (1)      Stephen Corey received 2,121,654 shares of restricted Common
              Stock in September 2001 as payment for past salaries and benefits
              accrued but unpaid in the amount of $84,866. In addition, in
              January 2002 Mr. Corey was issued 3,040,646 shares of restricted
              Common Stock subject to forfeiture in accordance with the terms of
              his five-year employment agreement. In March and April 2003, Mr.
              Corey returned a total of 5,500,000 shares of restricted Common
              Stock to the Company treasury. The shares returned to treasury
              included all the above-mentioned shares.

Note (2)      Kurt Toneys purchased 2,850,000 shares of Common Stock in
              February 2000 for $0.185 per share with two ten year promissory
              notes totaling $534,375 carrying interest at 6% per annum. In
              2002, the Company agreed with Mr. Toneys to have him return to the
              Company 2,862,600 shares of restricted Common Stock in return for
              issuance of warrants for purchase 3,013,000 shares of Common Stock
              at $0.1875 and the cancellation of the promissory notes totaling
              $534,375.

                                       17





<PAGE>

Note (3)      Cody Ashwell received 2,842,975 shares of restricted Common
              Stock in September 2001 as payment for expenses paid on behalf of
              the Company in the amount of $113,719 in lieu of cash
              reimbursement. In January 2002, Mr. Ashwell was issued 5,000,000
              of restricted Common Stock subject to forfeiture in accordance
              with the terms of his five-year employment agreement. Also in
              January 2002, Mr. Ashwell was issued 11,689,448 shares of
              restricted Common Stock in payment of amount owed him by the
              Company for expenses and past services. In March 2003, Mr. Ashwell
              returned a total of 13,500,000 shares of the above-mentioned
              restricted Common Stock to the Company treasury.

Note (4)      In January 2002, Mr. Lillian was issued 4,900,000 of
              restricted Common Stock subject to forfeiture in accordance with
              the terms of his five-year employment agreement. Also in January
              2002, Mr. Lillian was issued 2,600,000 shares of restricted Common
              Stock in payment of amount owed him by the Company for expenses
              and past services. In March 2003, Mr. Lillian returned a total of
              6,500,000 shares of the above mentioned restricted Common Stock to
              the Company treasury.

Note (5)      In January 2002, Mr. Gartrell was issued 3,500,000 of
              restricted Common Stock subject to forfeiture in accordance with
              the terms of his five-year employment agreement. Also in January
              2002, Mr. Gartrell was issued 3,000,000 shares of restricted
              Common Stock in payment of amount owed him by the Company for
              expense and services. In March 2003, Mr. Gartrell returned a total
              of 5,500,000 shares of the above-mentioned restricted Common Stock
              to the Company treasury.

Note (6)      William Marshall received 1,606,975 shares of restricted
              Common Stock in September 2001 as repayment for expenses paid on
              behalf of the Company in the amount of $64,279 in lieu of cash
              reimbursement. In January 2002, Mr. Marshall was issued 1,000,000
              of restricted Common Stock subject to forfeiture in accordance
              with the terms of his five-year employment agreement. Also in
              January 2002, Mr. Marshall was issued 4,893,025 shares of
              restricted Common Stock in payment of amount owed him by the
              Company for loans, expenses and services. In March 2003, Mr.
              Marshall returned a total of 5,000,000 shares of the
              above-mentioned restricted Common Stock to the Company treasury.

                                       18





<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of December 31, 2003, information concerning
ownership of the Company's Common Stock by each person known by the Company to
own beneficially more than 5% of its outstanding Common Stock, each director or
executive officer and all officers and directors as a group.

The following table sets forth as of December 31, 2003, information with respect
to the shares of Common Stock beneficially ownership of Directors and Executive
Officers of the Company:

<TABLE>
<CAPTION>
       (1)                            (2)                                (3)                         (4)
                        Name and Address of Beneficial          Amount and Nature of
 Title of Class                      owner                        Beneficial Owner            Percent of Class
 --------------                      -----                        ----------------            ----------------
<S>                    <C>                                              <C>                          <C>
Common Stock           Cody Ashwell, San Diego, CA                      11,504,027                   8.2%
Common Stock           Curci Investment Co., Newport Beach, CA           8,800,000                   6.2%
Common Stock           Gary Lillian, San Diego, CA                       1,000,000                   0.7%
Common Stock           Stephen Corey, La Jolla, CA                       1,733,334                   1.2%
Common Stock           Richard A. Gartrell, Irvine, CA                   2,000,002                   1.4%
Common Stock            William Marshall, San Diego, CA                  2,500,300                   1.8%
Common Stock           William C. Baker, Newport Beach, CA               6,800,000                   4.8%
Common Stock           Thomas Rielly, Newport Beach, CA                  5,250,000                   3.7%
Common Stock           James Knapp, Newport Beach, CA                    2,100,000                   1.5%
Common Stock           Terry Hackett, Newport Beach, CA                  1,200,000                   0.9%
Common Stock           Jerry W. Carlton, Newport Beach, CA               1,050,000                   0.7%
Common Stock           Richard Specter, Newport Beach, CA                  525,000                   0.4%
Common Stock           Stanley A. Solomon, Newport Beach, CA               300,000                   0.2%
Common Stock           Ronald Beard, Laguna Nigel, CA                      150,000                   0.1%
All Officers and
Directors as a group                                                    44,912,663                   31.8%

</TABLE>

It should be noted that as a group the five top officers of the Company at the
end of March and in April of 2003 contributed a total of 36,000,000 shares of
Common Stock to the Company treasury in order to facilitate a current $6,000,000
private placement offering completed in 2003. The employment agreements of the
contributing members of management were amended in light of these contributions.

<TABLE>
<CAPTION>

EQUITY COMPENSATION PLAN INFORMATION

                                                                                                    NUMBER OF SHARES
                                             NUMBER OF SHARES TO BE      WEIGHTED AVERAGE           REMAINING AVAILABLE FOR
                                             ISSUED UPON EXERCISE OF     EXERCISE PRICE OF          FUTURE ISSUANCE UNDER
                                             OUTSTANDING OPTIONS,        OUTSTANDING OPTIONS        EQUITY COMPENSATION PLANS
                                             WARRANTS, AND RIGHTS        WARRANTS AND RIGHTS        (1)
<S>                                          <C>                         <C>                        <C>
Equity compensation plans approved by
shareholders                                 0                           --                         0

Equity compensation plans not approved by
shareholders                                 4,775,100(2)(3)             --                         0

Total

</TABLE>

(1)      Excludes number of shares to be issued upon exercise of outstanding
         options.
(2)      1,850,000 of these warrants relate to compensation to consultants. Of
         these, 937,645 are reserves for warrants that could potentially be but
         have not yet been earned and issued pursuant to agreements with the
         consultants based on consultants' attaining certain performance
         objectives. The remaining 2,925,100 warrants were issued pursuant to a
         restructuring and settlement of prior compensation issues with former
         officer of the Company, Kurt Toneys. See Item 12 herein for further
         details.

                                       19





<PAGE>

(3)      No formal equity compensation plan exists at Javo Beverage Company,
         Inc. for current or future employees at this time. Javo has in the
         past, as a part of employee compensation, issued negotiated amounts of
         Common Stock to certain employees pursuant to employment agreements
         providing that all or most all of the shares are subject to a right of
         the Company to cancel the shares. This right of cancellation lapses or
         expires as to portions of these shares according to a vesting schedule
         thereby resulting in the issued shares vesting in the employee per the
         schedule. Other issuances to consultants for services have been made.
         See Item 5 herein generally for further details regarding these and
         other compensation-related issuances.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 18, 2000, Mr. Kurt Toneys, then director and executive officer,
purchased 2,850,000 shares of our Common Stock for $0.1875 per share by
executing two promissory notes totaling $534,375, bearing interest at six
percent per annum and due in February 2009. Mr. Toneys left the Company in
August 2001. In June of 2002, the Company entered into an agreement with Mr.
Toneys settling all matters relating to Mr. Toneys compensation and
reimbursements and the promissory notes including interest owed. Mr. Toneys
surrendered 1,750,100 of the 2,212,500 shares of Common Stock he held subject to
the note and retained 462,400 shares. The Company issued Mr. Toneys 2,925,100
three-year warrants at a strike price equal to his original purchase price of
$0.1875 cents per share, extinguished the promissory notes, and paid him $35,000
in cash.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      The list of exhibits is incorporated herein by reference to
                  the Exhibit Index attached after the signature page hereto.
         (b)      On December 11, 2002, the Company reported on Form 8-K under
                  Item 5 that the Company planned a private placement of
                  securities

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant's
annual financial statements and review of financial statements included in the
registrant's Form 10-QSB (17 CFR 249.308b) or services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements for those fiscal years are $17,681 for fiscal year 2002 and
$10,000 to date for fiscal year 2003. Additional billing amounts are anticipated
for 2003 audit.

AUDIT-RELATED FEES

Other than amounts included as set forth above, there were no other fees billed
in each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
or review of the registrant's financial statements.

TAX FEES

There were $11,800 fees in total billed and paid in the last two fiscal years
for professional services rendered by the Company's tax accountant for tax
compliance, tax advice, and tax planning. The tax accountants are independent of
the Company auditors.

ALL OTHER FEES

There were no fees billed in each of the last two fiscal years for products and
services provided by the principal accountant, other than the services reported
above.

Our entire Board acts as the Audit Committee, and intends to adopt pre-approval
policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X.

All of the services described above were approved by the audit committee
pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

One hundred percent of the hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by the principal accountant's
full-time, permanent employees.

                                       20





<PAGE>

CERTIFICATIONS

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Cody C. Ashwell, certify that:

1. I have reviewed this annual report on Form 10-KSB of Javo Beverage Company,
Inc.;

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

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

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

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

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

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

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

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize, and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and
         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

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

                                                      /s/ Cody C. Ashwell
                                                      -------------------
                                                     Cody C. Ashwell
                                                     Chief Executive Officer
                                                     and Chairman of the Board

Dated: April 13, 2004

                                       21





<PAGE>

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Richard A. Gartrell, certify that:

1. I have reviewed this annual report on Form 10-KSB of Javo Beverage Company,
Inc.;

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

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

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

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

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

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

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

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

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

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

                                                      /s/ Richard A. Gartrell
                                                      -----------------------
                                                      Richard A. Gartrell
                                                      Chief Financial Officer

Dated: April 13, 2004

                                       22





<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of San Diego, California, on April 13, 2004.

                                                  Javo Beverage Company, Inc.,
                                                  a Delaware corporation

                                                  By:   /s/ Cody C. Ashwell
                                                      --------------------------
                                                           Cody C. Ashwell
         Its:    Chairman and Chief Executive Officer

                                       23





<PAGE>

EXHIBIT INDEX

         2.1      Agreement and Plan of Merger between La Jolla Fresh Squeezed
                  Coffee Co., Inc. and Javo Beverage Company, Inc.(1).
         3.1      Certificate of Incorporation(1).
         3.2      Bylaws (1).
         4.1      Shareholder Rights Agreement by and between the Company and
                  Corporate Stock Transfer, Inc. as Rights Agent (1).
         10.1*    Executive Employment Contract between the Company and Cody
                  Ashwell (2)
         10.2*    Executive Employment Contract between the Company and Gary
                  Lillian (2)
         10.3*    Executive Employment Contract between the Company and Richard
                  Gartrell (2)
         10.4*    Executive Employment Contract between the Company and William
                  Marshall (2)
         10.5*    Executive Employment Contract between the Company and Stephen
                  Corey (2)
         10.6     Net Industrial Lease (Facility Lease) dated August 12, 2002
                  between the Company and Square One Partners (3)
         11       Statement re earnings per share - included in this 10-KSB's
                  financial statements
         16       Letter on Change in Certifying Accountant (4)
         99.1     Certifications

------------
* Indicates a management compensatory plan or arrangement.

(1)      Incorporated by reference to the Registrant's current report on Form
         14A filed with the Commission on August 19, 2002.

(2)      Incorporated by reference to the Registrant's annual report on Form
         10-KSB filed with the Commission on April 16, 2002.

(3)      Incorporated by reference to the Registrant's annual report on Form
         10-QSB filed with the Commission on August 15, 2002.

(4)      Incorporated by reference to the Registrant's current report on Form
         8-K filed with the Commission on February 1, 2001.

                                       24