<PAGE>

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

                                 FORM 10-KSB/A
                                Amendment No. 1

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

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

                                DECEMBER 31, 2005

                                       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 [ ]

                                        1

<PAGE>

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 $6,200,327.

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 15, 2006 was $43,451,000 based on the $0.40 per share
price at which the stock was sold as of March 15, 2006.

The number of shares outstanding of the registrant's Common Stock, $0.001 par
value per share, ("Common Stock") was 149,479,927 as of March 15, 2006.

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


                                        2
<PAGE>

Amendment No. 1 Explanatory Note:

This Amendment No. 1 on Form 10-KSB/A amends the Company's Annual Report on Form
10-K for the year ended December 31, 2005, as initially filed with the
Securities and Exchange Commission on April 17, 2006, (the "Form 10-K") to make
certain technical corrections to disclosures contained in Item 8A and to Part
III of the Form 10-K; Part I has been omitted from this amendment as there have
been no changes from the Form 10-K as originally filed. There are no changes in
results of operations or substantive changes to other disclosures that were made
as of December 31, 2005.

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 2004 and 2005 and March 15
of the first quarter of 2006. These quotations represent prices between dealers
and do not include retail markup, markdown or commission nor do they represent
actual transactions.

         2004                                      HIGH         LOW
         First Quarter                             $0.53       $0.16
         Second Quarter                            $0.45       $0.26
         Third Quarter                             $0.43       $0.21
         Fourth Quarter                            $0.43       $0.27

         2005
         First Quarter                             $0.44       $0.32
         Second Quarter                            $0.41       $0.29
         Third Quarter                             $0.38       $0.29
         Fourth Quarter                            $0.33       $0.20

         2006
         First Quarter through March 15            $0.54       $0.25


SHAREHOLDERS

As of December 31, 2005, the Company had approximately 620 holders of record of
its Common Stock and 149,479,927 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.


                                        3


<PAGE>

SALES AND ISSUANCES OF UNREGISTERED SECURITIES

From January through December 2003 pursuant to a $6,000,000 Debt Offering
Private Placement Memorandum, the Company issued a total of 36,000,000 shares of
Common Stock at an average value of $0.13 per share. 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, as reported in
amendment #2 of the Company's 2004 10KSB, the Company determined that the best
accounting treatment of the debt and equity transaction is to use the
comparative value method to calculate the discounted fair value of the debt and
amortize the discount over the loan's maturity on an effective interest basis.
The Company recorded a discount of $3,365,486, which is being amortized as
additional non-cash interest expense over the five-year period of the promissory
notes at an effective compound interest rate of approximately 25%. The Company
relied on exemption from registration pursuant to Rule 506 of Regulation D of
the Securities Act of 1933.

From January through December 2004 pursuant to a $3,700,000 Debt Offering
Private Placement Memorandum, the Company issued a total of 6,750,000 shares of
restricted Common Stock at an average value of $0.25 per share. In connection
with the stock issuance for this debt offering, the Company had received
$2,250,000 by the end of 2004. In amendment #2 of the Company's 2004 10KSB, as
above, the Company determined that the best accounting treatment of the issuance
of stock as part of its debt offerings is to use the comparative value method to
calculate the discounted fair value of the debt and amortize the discount over
the maturity of the debt on an effective interest basis. The Company recorded a
discount of $1,518,914, which is being amortized as additional non-cash interest
expense over the five-year period of the promissory notes at an effective
compound interest rate of approximately 25%. The Company is relying on exemption
from registration pursuant to Rule 506 of Regulation D of the Securities Act of
1933.

The common stock issued by the Company was not registered under the Securities
Act of 1933, and cannot be resold or distributed absent registration unless an
exemption from the registration requirement is applicable, such as Rule 144.
Under Rule 144, the restricted stock may be sold in the public market if the
requirements of the Rule are satisfied. One of the requirements of Rule 144 is
that the restricted shares may not be sold in the public market until after the
first year of ownership. After two years of ownership, restricted shares held by
non-affiliates of the Company may be eligible under Rule 144k to have the
restrictive legend removed from the stock.

The Company determined the fair value of the restricted shares it issued during
2004 and 2005 at a 30% discount off the closing stock price of the stock at the
time of issuance. The 30% discount is considered to be a reasonable estimate of
the cash price a third party would pay to purchase the restricted shares because
the common stock of the Company is thinly traded and the restricted stock
issuances were generally part of significant blocks of restricted stock issued
by the Company. This value was used in determining the expense incurred in
connection with its debt offerings.

From January through December 2005, the Company continued the 2004 Debt Offering
referenced above completing the final $1,000,000 of the $3,700,000 Offering for
which the Company issued a total of 4,350,000 shares of restricted Common Stock
at an average value of $0.25 per share. In connection with the stock issuance
for this portion of the Debt Offering, the Company had received $1,450,000 by
the end of 2005. The Company determined that the best accounting treatment of
the issuance of stock as part of its debt offerings is to use the comparative
value method to calculate the discounted fair value of the debt and amortize the
discount over the maturity of the debt on an effective interest basis. The
Company recorded a discount of $538,003, which is being amortized as additional
non-cash interest expense over the five year period of the promissory notes at
an effective compound interest rate of approximately 25%. The Company relied on
exemption from registration pursuant to Rule 506 of Regulation D of the
Securities Act of 1933.

In 2005 the Company's management contributed 5,550,000 shares of their common
stock to the Company's stock treasury to facilitate the above referenced debt
offering.


                                        4
<PAGE>

2005 EXECUTIVE ISSUANCE

None

STOCK ISSUANCES FOR DISPUTE SETTLEMENTS

None in 2004 or 2005.

STOCK ISSUANCE IN PAYMENT OF DEBT

In June 2005, the Company issued 307,500 shares at $0.25 per share in payment of
loan fee payable. The issuance was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933. In August 2005, the Company issued 131,250
shares at $0.23 per share in payment of loan fee payable. The issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

STOCK ISSUANCES FOR THIRD PARTY SERVICES

In January 2004, the Company issued 1,200,000 shares at $0.14 per share, or
150,000 shares to each outside member of the Board of Directors for services.
The Company is amortizing a non-cash expense of $168,000 over the one year term
of the directors. The 2004 expense recognized was $90,563. The issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

None issued in 2005.

STOCK ISSUANCES TO EMPLOYEES FOR SERVICES

None issued in 2004.

In August 2005, the Company issued 25,000 shares of common stock at $0.33 per
share to an employee pursuant to an employment agreement. The Company recorded a
non-cash expense for the issuances of $8,250. The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

In December 2005, the Company issued 50,000 shares of common stock at $0.28 per
share to an employee pursuant to an employment agreement. The Company recorded a
non-cash expense for the issuances of $14,000. The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

The Company valued the shares issued to employees for services in 2005 at the
closing stock price on the date of issuance of the common stock without
discount.

STOCK ISSUANCES TO EXECUTIVES FOR CONTRIBUTION OF EXPENSES AND CASH

None in 2004 or 2005.


                                        5
<PAGE>

WARRANTS ISSUED AND EXERCISED

In 2004, the Company issued warrants for the purchase of 151,144 shares of
common stock at $0.085 earned pursuant to a consulting agreement. The Company
recorded a non-cash expense of $25,990 for the issuance of the warrants.

In 2004, the Company issued 371,033 shares for $17,358 in connection with the
exercise of warrants at strike prices ranging from $0.085 to $0.1875 per share.
The Company is relying on exemption from registration pursuant to Section 4(2)
of the Securities Act of 1933.

In 2005, the Company issued warrants for the purchase of 275,555 shares of
common stock at $0.085 earned pursuant to a consulting agreement. The Company
recorded a non-cash expense of $46,712 for the issuance of the warrants.

In 2005, the Company issued 836,212 shares for $84,625 in connection with the
exercise of warrants at strike prices ranging from $0.24 to $0.27 per share. The
Company is relying on exemption from registration pursuant to Section 4(2) of
the Securities Act of 1933.

The Company values the issuance of warrants based on the Black-Scholes
calculation. The Company used a volatility percentage of 70, a risk free
interest rate of 6% and time to expiration per warrant in its Black-Scholes
calculation.


                                        6

<PAGE>

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, 2005 and 2004.

REVENUES

The revenues in 2005 increased to $6,200,327 from $2,083,810 in 2004. The
increase of $4,116,517 or 197.5% in sales is primarily due to the Company's
increased sales in each of its sales categories and added significant sales
through major national broad-line distribution companies, such as Sysco, US
Foodservice, and PFG. In addition, the Company entered into a long-term supply
agreement with a group purchasing company controlled by a large international
contract feeder. The Company experienced sales growth in each of its product
categories, bulk ingredients, dispensed bag-in-box coffee, its new dispensed
iced coffees and teas and its specialty coffee and tea mixes and syrups.

The Company anticipates continued significant growth in its revenues in 2006 as
it rolls out its products to foodservice chains, continues to add national and
international distribution, expands sales of its dispensed iced coffee and tea
beverages to convenience stores and quick service restaurants and increases
sales of bulk coffee and tea extracts to consumer product companies and flavor
houses. During 2005 the Company significantly expanded national distribution of
its dispensed hot and new iced coffee concentrate. The Company sells its
products through several major broad line distributors from California to New
York and from Chicago to Texas. In addition, the Company sells its coffee and
tea concentrate to several major product companies which have introduced coffee
or tea flavored products in chain and retail outlets. Management's anticipates
it will positively cash flow from operations in 2006.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses were $117,135 in 2005 compared to $433,523 in
2004, a reduction of $316,388 or 73%. The reduction in research and development
expense is primarily due to less overall costs as products under development
move into production and sale. The Company anticipates a slight increase in
research and development costs in 2006. The Company anticipates it will continue
to identify and develop additional products to fill customer needs.

SELLING AND MARKETING EXPENSES

Selling and marketing expenses for 2005 were $1,245,971 compared to $963,010 in
2004. The increase of $282,961 or 29.4% is primarily attributed to the increase
in marketing & promotion of $252,449, increase in payroll expenses of $70,051,
increase in travel & entertainment of $34,843, offset by the reduction in other
expenses of $74,382. These increased sales and marketing costs were primarily
due to increased gross revenues and to identifying and developing further
national distribution. The Company anticipates the sales and marketing costs in
2006 will increase in correspondence with its increased sales. The Company
anticipates adding at least three additional sales persons in 2006 as it expands
its national sales team.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for 2005 were $2,688,596 compared to
$2,213,152 in 2004. The increase of $475,444 or 19% is primarily due to an
increase in overhead expenses of $238,630, increase in warehouse expenses such
as payroll and repairs & maintenance of $73,285, increase in bad debt allowance
of $131,000 and an increase in finance & accounting expenses of $32,530 for
payroll and outside accounting fees. These cost increases were primarily due to
expansion of basic staff and services to reflect the Company's expanding current
and future sales. The Company anticipates that general and administration
expenses will increase modestly in 2006 subject to normal inflation increases in
2006. The Company does anticipate the need to add one or two additional
administrative and accounting persons in 2006.

                                        7
<PAGE>

OTHER INCOME/EXPENSES

Other income/expenses were $2,811,848 in 2005 compared to $1,932,702 in 2004.
The increase in other income/expenses of $879,146 or 45% is primarily
attributable to an increase in the non-cash interest expense for discount
amortization for its increased debt and its related accrued interest period over
period. The Company anticipates that Net Other Expenses will increase as the
non-cash discount is amortized as additional interest expense in 2006.

NET LOSS

The net loss for the Company for 2005 was $4,844,149 compared to $4,854,537 in
2004, a decrease of $10,388 or 0.2%. The decrease was primarily due to the
significant increase in gross profit of $1,331,552 offset by additional
operating expense of $353,267 and increased non-cash amortization of debt
discount of $870,545. The Company anticipates its net loss will decrease
substantially in 2006 with its anticipated significant increase in gross
revenues, related increase in gross profit and relatively stable research &
development and general and administrative expenses in 2006.

LIQUIDITY AND CAPITAL RESOURCES

The Company has experienced net losses and negative cash flow from operations
each year since inception. Through December 31, 2005, it had incurred an
accumulated deficit of $30,379,415 and had consumed cash from operations and
financing in excess of $16 million. It had financed operations since inception
primarily through capital contributions, related-party loans, and
private-placements of its Common Stock and debt offerings. The Company completed
a $3,700,000 funding through a private placement of units of debt and Common
Stock in 2005. The Company currently anticipates that its cash in bank as well
as its cash flow from increased sales and gross profits in 2006 will provide
adequate capital to fund operations, sales growth and any required capital
expenditures needs through the Company's cash flow breakeven. The Company's
first quarter 2006 revenues will be in excess of $2,400,000 compared to
$1,000,000 for the same quarter 2005.

The Company used $2,721,195 in cash and cash equivalents in operating activities
in 2005 versus $2,447,654 in 2004. The increase in use of cash in operating
activities in 2005 of $273,541 is primarily the result of increased inventories
necessary as the Company sales build. The 2005 operating cash activities were
primarily funded by increase trade payables, additional net long-term debt of
$1,355,000 and the Companies cash reserves. The Company anticipates a
significant improvement in cash flow from operations as its gross sales continue
increase and economies of scale improve its net. The Company anticipates it will
have an overall positive cash flow in 2006.

See `Risk Factors' in Item 1.

OFF-BALANCE SHEET ARRANGEMENTS

The Company entered into a rental agreement with Javo Dispenser, LLC, owned by
certain of its board of directors and shareholders. The LLC agreed to rent to
the Company dispensers it purchased for placement in the Company's customer
locations. The agreement provides that the LLC will buy up to $2,000,000 in
dispensers it will rent solely to the Company. The term of the agreement extend
to 2010. As of December 31, 2005, the LLC had purchased 307 dispensers worth
$725,100. The Company accrued an expense of $73,291 for dispenser rent in 2005.

COMMITMENTS AND CONTINGENCIES
None


                                        8



<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                           JAVO BEVERAGE COMPANY, INC.
                          INDEX TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005
                                      PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                F-1

FINANCIAL STATEMENTS

         Balance Sheet                                                 F-2

         Statements of Operations                                      F-3

         Statements of Stockholder's Deficit                           F-4

         Statements of Cash Flows                                      F-6

         Notes to Financial Statements                                 F-7


                                        9



<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors and Shareholders of
Javo Beverage Company, Inc.
Vista, California


We have audited the accompanying balance sheet of Javo Beverage Company, Inc. as
of December 31, 2005 and 2004, and the related statements of operations,
stockholders' deficit, and cash flows for each of the years then ended. These
financial statements are the responsibility of Javo Beverage Company, Inc.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. 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 opinions.

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, 2005 and 2004, and the results of its operations and its cash
flows for each of the years then ended, in conformity with accounting principles
generally accepted in the United States of America.



                                           Farber Hass Hurley & McEwen LLP

Granada Hills, California
February 16,  2006


                                       F-1



<PAGE>

<TABLE>
                                JAVO BEVERAGE COMPANY, INC.
                                       BALANCE SHEET
                                     DECEMBER 31, 2005

<S>                                                                         <C>
ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                                                  $    519,554
 Accounts receivable,net of allowance for doubtful accounts of $150,160          776,761
 Inventory, net of reserve for obsolescence of $38,256                         1,408,599
 Prepaid expenses                                                                 42,810
                                                                            ------------
  Total current assets                                                         2,747,724

PROPERTY AND EQUIPMENT, NET                                                      985,102

OTHER ASSETS
 Deposits                                                                         20,242
 Intangibles, net of accumulated amortization of $607,684                        825,865
                                                                            ------------
  Total other assets                                                             846,107
                                                                            ------------

  Total assets                                                              $  4,578,933
                                                                            ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
 Accounts payable and accrued expenses                                      $  1,199,156
 Accrued payroll and related benefits                                             27,318
 Current portion of long-term debt                                                32,705
                                                                            ------------
  Total current liabilities                                                    1,259,179

 Long-term debt, net of current portion                                       14,756,302
 Unamortized discount on long-term debt                                       (5,249,734)
                                                                            ------------
  Net long-term debt                                                           9,506,568

 Accrued long-term interest payable                                            2,686,249
                                                                            ------------
  Total liabilities                                                           13,451,996
                                                                            ------------
STOCKHOLDERS' DEFICIT:
 Common stock, $0.001 par value, 150,000,000 shares authorized,
 149,479,927 shares issued and outstanding                                       149,479
 Additional paid in capital                                                   21,356,872
 Accumulated deficit                                                         (30,379,414)
                                                                            ------------
  Total stockholders' deficit                                                 (8,873,063)
                                                                            ------------

  Total liabilities and stockholders' deficit                               $  4,578,933
                                                                            ============

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

                                            F-2
</TABLE>

<PAGE>

<TABLE>
                                    JAVO BEVERAGE COMPANY, INC.
                                      STATEMENTS OF OPERATIONS
                           FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                                          2005             2004
                                                                     -------------      -------------
<S>                                                                  <C>                <C>
Net sales                                                            $   6,200,327      $   2,083,810

Cost of sales                                                           (4,180,925)        (1,395,961)
                                                                     -------------      -------------
Gross profit                                                             2,019,402            687,849

Operating expenses:
 Research and development                                                 (117,135)          (433,523)
 Selling and marketing                                                  (1,245,971)          (963,010)
 General and administrative                                             (2,688,596)        (2,213,152)
                                                                     -------------      -------------

  Total operating expenses                                              (4,051,702)        (3,609,685)
                                                                     -------------      -------------

  Loss from operations                                                  (2,032,300)        (2,921,836)
                                                                     -------------      -------------

Other income (expenses):
 Interest income                                                            17,720             15,071
 Interest expense                                                       (2,855,638)        (1,949,606)

    Other income                                                            26,070                134

    Gain/(loss) on disposal of assets                                           --              1,701
                                                                     -------------      -------------

  Total other expense                                                   (2,811,848)        (1,932,700)
                                                                     -------------      -------------

  Net loss                                                           ($  4,844,148)     ($  4,854,536)
                                                                     =============      =============

Basic and diluted loss per share                                     ($       0.03)     ($       0.03)
                                                                     =============      =============

Weighted average number of shares outstanding, basic and diluted       149,441,676        143,028,396
                                                                     =============      =============

             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, 2005 AND 2004

                                                                        Additional
                                                 Common Stock             Paid-in      Accumulated     Subscription
                                             Shares         Amount        Capital        Deficit        Receivable        Total
                                          ------------   ------------   ------------   ------------    ------------    ------------
<S>                                        <C>               <C>         <C>           <C>                <C>           <C>
Balances at January 1, 2004                141,046,434       $141,046    $18,864,264   ($20,680,730)      ($315,000)    ($1,990,420)

Shares issued for exercised warrants           371,033            371         16,987             --              --          17,358


Subscription receivables collected                  --             --             --             --         315,000         315,000

Warrants issued at a strike price of
$0.085 per agreement with consultant                --             --         25,990             --              --          25,990

Shares issued Board of Directors at $0.14    1,200,000          1,200        166,800             --              --         168,000

Shares issued at $0.24 per share in
connection with loan payable                   450,000            450         81,194             --              --          81,644

Shares issued at $0.26 per share in
connection with loan payable                 6,150,000          6,150      1,150,186             --              --       1,156,336

Shares issued at $0.25 per share in
connection with loan payable                   150,000            150         27,570             --              --          27,720

Net loss                                            --             --             --     (4,854,536)             --      (4,854,536)

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

Balance at December 31, 2004               149,367,467       $149,367    $20,332,991   ($25,535,266)             --     ($5,052,908)
                                          ============   ============   ============   ============    ============    ============


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


                                                                 F-4
</TABLE>



<PAGE>

<TABLE>
                                                  JAVO BEVERAGE COMPANY, INC.
                                              STATEMENTS OF STOCKHOLDERS' DEFICIT
                                        FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                                                                   Additional
                                                         Common Stock               Paid-in      Accumulated
                                                     Shares          Amount         Capital        Deficit           Total
                                                  ------------    ------------    ------------   ------------    ------------
<S>                                                <C>            <C>             <C>            <C>              <C>
Balances at January 1, 2005                        149,367,467    $    149,367    $ 20,332,991   ($25,535,266)    ($5,052,908)

Shares issued for exercised warrants                   836,212             836          83,789             --          84,625

Warrants issued at a strike price of $0.085
per agreement with consultant                               --              --          46,712             --          46,712

Shares contributed by officers                      (5,550,002)         (5,550)          5,550             --              --

Shares issued at $0.26 per share in
connection with loan payable                           375,000             375          70,133             --          70,508

Shares issued at $0.27 per share in
connection with loan payable                           562,500             563         106,935             --         107,498

Shares issued at $0.25 per share in
connection with loan payable                         1,612,500           1,613         296,377             --         297,990

Shares issued at $0.23 per share in
connection with loan payable                           150,000             150          15,286             --          15,436

Shares issued at $0.24 per share in
connection with loan payable                           150,000             150          27,065             --          27,215

Shares issued at $0.22 per share in
connection with loan payable                         1,500,000           1,500         259,820             --         261,320

Shares issued to employees at $0.33                     25,000              25           8,225             --           8,250

Shares issued to employees at $0.28                     50,000              50          13,950             --          14,000

Shares issued for services at $0.25                    438,750             438          90,001             --          90,439

Shares returned by terminated employee                 (37,500)            (38)             38             --              --

Net loss                                                    --              --              --     (4,844,148)     (4,844,148)

                                                  ------------    ------------    ------------   ------------    ------------
Balance at December 31, 2005                       149,479,927    $    149,479    $ 21,356,872   ($30,379,414)    ($8,873,063)
                                                  ============    ============    ============   ============    ============


                                                                 F-5
</TABLE>



<PAGE>

<TABLE>
                                         JAVO BEVERAGE COMPANY, INC.
                                           STATEMENT OF CASH FLOWS
                               FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                                                   2005              2004
                                                                                -----------      -----------
<S>                                                                             <C>              <C>
Cash flows from operating activities:
Net loss                                                                        ($4,844,148)     ($4,854,536)
Adjustments to reconcile net loss to net cash used in operating activities:
 Depreciation and amortization                                                    1,889,966        1,353,890

Expense recognized from sale of stock at less than fair value

 Issuance of common stock for compensation                                          101,438          220,914
 Issuance of warrants for services and warrants exercised                            46,712          (25,990)

 Loss (gain) on disposal of assets                                                       --           (1,701)
Changes in operating assets and liabilities:
 Accounts receivables                                                              (461,258)        (236,833)
 Inventories                                                                     (1,120,644)        (162,157)

 Prepaid expenses and deposits                                                     (128,588)          68,257

 Employee advances                                                                   14,174            1,900

 Accounts payable and accrued expenses                                              551,402          340,157

 Accrued payroll and related benefits                                                   785           18,945

 Accrued interest payable                                                         1,228,966          829,498
                                                                                -----------      -----------
  Net cash used in operating activities                                          (2,721,195)      (2,447,656)
                                                                                -----------      -----------
Cash flows from investing activities:

 Proceeds from disposal of equipment                                                     --            9,419
 Purchases of property and equipment                                               (291,048)        (510,542)
                                                                                -----------      -----------
  Net cash used in investing activities                                            (291,048)        (501,123)
                                                                                -----------      -----------
Cash flows from financing activities:
 Proceeds from long-term debt                                                     1,450,000        2,250,000
 Loan cost                                                                          (95,000)        (225,000)

 Payments on long-term debt                                                              --           (4,698)

 Payment received on stock subscription                                                  --          315,000
 Proceeds from exercised warrants                                                    84,625           17,941
                                                                                -----------      -----------
  Net cash provided by financing activities                                       1,439,625        2,353,243
                                                                                -----------      -----------

  Net change in cash and cash equivalents                                        (1,572,618)        (595,536)
  Cash and cash equivalents at beginning of period                                2,092,172        2,687,708
                                                                                -----------      -----------
  Cash and cash equivalents at end of period                                    $   519,554      $ 2,092,172
                                                                                ===========      ===========

Supplemental cash flow information:

Cash paid for interest                                                          $     2,954               --
Cash paid for income taxes                                                      $     5,787      $     1,600


                 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, 2005

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, 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
commercial revenues.

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

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

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

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash and trade accounts receivable.

Concentration of credit risk with respect to trade receivables has decreased as
the Company continues to diversify its customer base. The Company routinely
assesses the financial strength of its customers. At December 31, 2005, the
Company had three customers whose balances approximated 35.3% of gross accounts
receivable. No other customer balance exceeded 10% of gross accounts receivable.

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

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

Shipping and handling charges
-----------------------------

The Company records shipping and handling charges which are invoiced to
customers as an offset to the actual shipping and handling costs recorded as
part of its cost of good sold in the Statement of Operations.


                                      F-7



<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising Costs
-----------------

Advertising and promotional costs are expensed as incurred. Advertising and
promotional expenses were $271,394 and $72,240 for the years ended December 31,
2005 and 2004, 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 has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations as
permitted by SFAS "Accounting for Stock-Based Compensation" as amended in
accounting for its employee stock options. Under APB 25, compensation expense is
measured as the excess, if any, of the quoted price of the Company's stock at
the date of grant over the exercise price.

Loss per Share
--------------

Basic EPS is computed as net loss is based on weighted average shares
outstanding. The potential shares that can be issued total 384,031 at December
31, 2005.

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. Substantially
all funds are on deposit with one financial institution.

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
when acquired. The cost of maintenance and repairs is charged to expense as
incurred.

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

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


                                      F-8



<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 3. BASIS OF PRESENTATION

During the two years ended December 31, 2005 and 2004, the Company had recurring
losses while developing its niche in the coffee, foodservice, flavored beverage,
and tea markets. The Company still has not developed sufficient revenues to
cover its operating expenses. The Company has a stockholder deficit of over
$8,873,000, and losses from operations during the last two years have been
significant, however the Company has working capital of approximately
$1,500,000. The Company's management is confident it will be able to
re-negotiate its debt. If necessary, the Company management believes they can
raise additional capital. As a result, the Company's management is confident
that the Company's working capital and financing arrangements are sufficient to
cover its capital requirements through 2006.

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.

NOTE 4. MAJOR CUSTOMERS AND VENDORS

The Company purchases certain products from five suppliers, which accounted for
approximately 60% and 65% of total purchases in 2005 and 2004, respectively.
Management does not believe that the loss of these suppliers could have a severe
impact on the result of operations.

During the year ended December 31, 2005, the Company had sales to three major
customers, which accounted for 19%, 15% and 11% of sales, respectively. During
2004, it had sales to three major customers, which accounted for 21%, 17% and
15% of sales, respectively. The Company expanded its customer base in 2005
significantly and that sales in 2006 will be to a broader base of customers and
it will be less reliant on any one customer.

NOTE 5. INVENTORY

Inventory consists of the following at December 31, 2005.

              Raw Materials                      $      986,441
              Finished Goods                            460,414
                                                 --------------
                                                      1,446,855
              Reserve for Obsolescence                  (38,256)
                                                 --------------
                                                 $    1,408,599
                                                 ==============

NOTE 6. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2005.

              Production Equipment                $   1,501,502
              Office Equipment                          149,401
              Leasehold Improvements                    114,202
                                                  -------------
              Total Cost                              1,765,105
              Less Accumulated Depreciation            (780,003)
                                                  -------------
                                                  $     985,102
                                                  =============

During the years ended December 31, 2005 and 2004, depreciation expense totaled
$266,248 and $233,488, respectively.


                                      F-9



<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 7. INTANGIBLE ASSETS

The Company recorded loan costs of $95,000 and $225,000 during the years ended
December 31, 2005 and 2004, respectively, which represented a 10% loan cost paid
in connection with its private placement debt offerings (see Note 8 below).
These loan costs are being amortized over the five-year life of the loans.
Amortization expense as of December 31, 2005 and 2004 was $220,730 and $170,371,
respectively. In addition in 2005, the Company entered into a five year contract
to be the mandated liquid coffee provide for a large contract feeder. In
connection with that contract, the Company agreed to pay a Conversion Fee of
$900,000 which is being amortized over the term of the contract. These payments
are subject to certain mandated sales performance. The Company paid $300,000 of
the fee in September 2005. The exact time of the payment of the remaining
$600,000 is not determined at this time. In 2005, the Company recorded an
expense of $25,174 for the amortization of the conversion fee. The conversion
fee net of the $25,174 expense and the $600,000 remaining payable or $274,826 is
reported on the balance sheet as part of the Company's intangible assets.

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%
loan cost totaling $500,000. The Company determined that a best accounting
treatment of the transaction per APBO No. 14 is that the note holders had bought
the 30,000,000 shares of restricted common stock for $2,910,973 and had paid
$2,089,027 for the debt, based on the relative fair values of the respective
equity and debt instruments issued. Accordingly, a $2,910,973 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 accounting makes the
effective compound interest rate on the notes approximately 25% over the term of
the debt. See the Company's 2nd Amended 10KSB for 2004.

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 in 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 loan costs totaling $313,550. The Company
determined that a best treatment of the transaction per APBO No. 14 is that the
note holders had bought the 36,000,000 shares of restricted common stock for
$3,365,486 and had paid $2,634,534 for the debt, based on the relative fair
values of the respective equity and debt instruments issued. Accordingly, a
$3,365,486 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 accounting makes the effective compound interest rate on the notes
approximately 25% over the life of the debt. See the Company's 2nd Amended 10KSB
for 2004.

In October, 2004, the Company opened a $2,700,000 Private Placement Debt
offering. During the year, the Company issued $2,250,000 in promissory notes
bearing 10% interest per year, which mature in 2009. The proceeds of this
funding provided the Company with working capital to continue operations. In
connection with these promissory notes, the Company issued 6,750,000 shares of
its restricted common stock and incurred loan costs totaling $225,000. The
Company determined that a best treatment of the transaction per APBO No. 14 is
that the note holders had bought the 6,750,000 shares of restricted common stock
for $1,518,914 and had paid $1,181,086 for the debt, based on the relative fair
values of the respective equity and debt instruments issued. Accordingly, a
$1,518,914 debt discount was recognized on the $2,700,000 principal value of the
promissory notes, which is being amortized over the five-year life of the debt.
This accounting makes the effective compound interest rate on the notes
approximately 25% over the life of the debt. See the Company's 2nd Amended 10KSB
for 2004.


                                      F-10



<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 8. LONG-TERM DEBT (CONTINUED)

In June, 2005, the Company increased its $2,700,000 Private Placement Debt
offering to $3,700,000. In June and July 2005, the Company received $1,000,000
in cash by issuing $1,000,000 in promissory notes bearing 10% interest per year,
which mature in 2010. The proceeds of this funding provided the Company with
working capital to continue operations. In connection with these promissory
notes, the Company issued 3,000,000 shares of its restricted common stock and
incurred loan costs totaling $50,000. The Company determined that a best
treatment of the transaction per APBO No. 14 is that the note holders had bought
the 3,000,000 shares of restricted common stock for $538,003 and had paid
$461,997 for the debt, based on the relative fair values of the respective
equity and debt instruments issued. Accordingly, a $538,003 debt discount was
recognized on the $1,000,000 principal value of the promissory notes, which is
being amortized over the five-year life of the debt. This accounting makes the
effective compound interest rate on the notes approximately 25% over the life of
the debt.

Long-term debt at December 31, 2005 consisted of the following:
                                                                       2005
Notes payable, unsecured, payable at maturity including
interest at 10% per annum. Matures 2008                            $ 6,000,000
Notes payable, unsecured, payable at maturity including
interest at 10% per annum. Matures 2007                              5,000,000
Notes payable, unsecured, payable at maturity including
interest at 10% per annum. Matures 2010                              3,700,000
Note payable, secured by automobile, payable in monthly
installments of $411, including interest at 1.9% per annum
Matured 2005                                                                --
Note payable, unsecured, payable in monthly installments
of $1,413, including effective interest at 23.4% per annum
Matures 2008                                                            31,572
Notes payable, unsecured, payable in monthly installments
of $1,833, including effective interest at 29.4% per annum
Matures 2007                                                            22,146
Notes payable, unsecured, payable in monthly installments
of $1,174, including effective interest at 6.09% per annum
Matures 2008                                                            33,420
Notes payable, unsecured, payable in monthly installments
of $171, including effective interest at 49.3% per annum
Matures 2007                                                             1,869
                                                                   -----------

                                                                    14,789,007
                           Less current portion                         32,705
                                                                   -----------

                                                                   $14,756,302
                                                                   ===========

         Long-term debt matures as follows:
                           December 31, 2006                       $    32,705
                                        2007                         5,036,265
                                        2008                         6,020,037
                                        2009                         2,250,000
                                        2010                         1,450,000
                                  Thereafter                                --
                                                                   -----------

                                                                   $14,789,007
                                                                   -----------


                                      F-11



<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


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, 2005 and 2004 amounted to $313,533 and
$308,655, respectively.

The Company's future annual minimum lease payments as of December 31, 2005 are
as follows:

                  Year Ending
                         2006         267,420
                         2007         275,445
                         2008         283,704
                         2009         267,320
                                 ------------
                                   $1,093,889
                                 ============

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

In 2003, the Company entered into agreement with consultant to implement a
national sales effort for the Company's products. The agreement 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, 2005, 489,234 warrants were earned by
the consultant, in which 115,969 warrants were exercised in 2004. The Company
recognized an expense of $46,712 and $79,605 in 2005 and 2004, respectively.

Litigation
----------

As of December 31, 2005, there were no claims filed against the Company.

The Company, during its normal course of business, may be subject from time to
time to disputes and to legal proceedings against it. Both counsel and
management do not expect that the ultimate outcome of any current claims will
have a material adverse effect on the Company's financial statements.

NOTE 10. STOCK TRANSACTIONS

In 2004, warrants for 371,033 shares of common stock were exercised at prices
ranging from $0.085 to $0.1875 per share for proceeds of $17,358.

In January 2004, the Company issued 1,200,000 shares of restricted common stock
valued at $168,000 at $0.14 per share to eight members of the Board of
Directors, who are not employees, for services over their one-year terms.

In 2004, the Company issued 6,750,000 shares of restricted common stock at
prices ranging from $0.24 to $0.26 per share in connection with promissory notes
held by private investors.

In 2005, the Company issued 4,350,000 shares of restricted common stock at
prices ranging from $0.22 to $0.26 per share in connection with promissory notes
held by private investors.

In 2005, warrants for 836,212 shares of common stock were exercised at prices
ranging from $0.24 to $0.27 per share for proceeds of $84,625.

In 2005, there were no options granted to any employees or officers.


                                      F-12



<PAGE>

                           JAVO BEVERAGE COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 11. PROVISION FOR INCOME TAXES

No provision for income taxes was recorded in 2005 or 2004 since the Company
generated both book and tax losses. The Company's deferred tax assets consist of
the following:

<TABLE>
     PROVISION FOR INCOMES TAXES                                     2005              2004
<S>                                                              <C>               <C>
          Net operating loss carry forward                       $ 30,300,000      $ 25,500,000
                                                                 ============      ============

          Calculated deferred tax benefit                        $ 12,120,000      $ 10,200,000
          Valuation allowance                                    ($12,120,000)     ($10,200,000)
                                                                 ------------      ------------
          Deferred tax asset                                     $         --      $         --
                                                                 ============      ============

          Provision for income tax benefits were as follows:
          Tax benefit, calculated at statutory rate              ($ 1,920,000)     ($ 1,940,000)
          Increase in valuation allowance                        $  1,920,000         1,940,000
                                                                 ------------      ------------
                                                                 $         --      $         --
                                                                 ============      ============
</TABLE>

At December 31, 2005, the Company had net operating carryforwards for federal
and state purposes that expire through 2025. The extent to which these loss
carryforwards can be used to offset future taxable income may be limited.

NOTE 12. CORRECTION OF CASH FLOW STATEMENT FOR 2004

The Cash Flow Statement for 2004 as been corrected for a classification error
inadvertently reported in the amended 10KSB for 2004. The depreciation and
amortization expense previously reported was $690,904 should have been
$1,353,890. The Issuance of stock for compensation previously reported was
$883,900 should have been $220,194. The Cash Flow Statement for 2004 has been
corrected in this report.

NOTE 13. RELATED PARTY TRANSACTION

In 2005 the Company entered into a seven year agreement with Javo Dispenser, LLC
to rent liquid concentrate dispensers for placement at its customer locations.
Javo Dispenser, LLC is a Delaware limited liability company owned by certain
directors and shareholders of the Company. Javo Dispenser, LLC has agreed to
acquire as needed up to $2,000,000 worth of liquid concentrate dispensers to be
rented solely to the Company. At the end of the agreement the Company has the
right to acquire the dispensers for $1. As of December 31, 2005, the LLC had
purchased 307 dispensers worth $725,100. The Company accrued an expense of
$73,291 for dispenser rent in 2005.


                                      F-13



<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL STATEMENTS

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

The Company management, under the supervision and with the participation of the
Company's Chief Executive Officer and Chief Financial Officer, carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer initially concluded that the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934) were effective as of December
31, 2005. However, during the quarter ended December 31, 2006, and as part of
the Company's compliance with Section 404 of the Sarbanes Oxley Act, the Company
management reviewed and tested internal controls over financial reporting and
identified certain significant deficiencies in its internal controls and
procedures. These deficiencies are described in greater detail in the Company's
annual report on Form 10-K for the year ended December 31, 2006 (the "2006 Form
10-K"). The Company consequently made certain changes in its internal control
and procedures to remediate and correct the deficiencies that were identified.
These changes in internal control and procedures are described in the 2006 Form
10-K and included addition of accounting personnel to allow for further
segregation of duties, addition of review steps in certain processes,
formalization and retention of additional written evidence of its control,
review and approval steps, additional training of personnel involved in the
financial processes to insure they have better knowledge of the internal control
and reporting processes and familiarity with the software and its control
features and capabilities. The Company's management believes these changes,
which were made subsequent to the initial filing of the Company's annual report
on Form 10-K for fiscal 2005, remediated and corrected the significant
deficiencies later identified in the internal control assessment made for fiscal
2006.

PART III

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

CODY C. ASHWELL, 35
-------------------

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 1999. 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. 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, 49
----------------

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, 50
--------------------

Stephen F. Corey is Javo's senior vice president of research and development. He
is responsible for Javo's new product development, roasting, and extraction
programs. Mr. Corey served as the Company's corporate secretary until March 26,
2002. Prior to his current role at the Company, he was the founder of Stephen's
Coffee, a coffee and tea company. There he spent years performing scientific
research on coffee and tea varieties, processing systems, extraction processes,
blend creation, equipment design and product stabilization. Mr. Corey studied
chemistry, physics and engineering at the College of Idaho.

RICHARD A. GARTRELL, 57
-----------------------

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.


                                       10

<PAGE>

WILLIAM E. MARSHALL, 35
-----------------------

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. 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, 72
--------------------

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, 70
------------------

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, 53
----------------------

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.

JERRY W. CARLTON, 64
--------------------

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.


                                       11



<PAGE>

THOMAS J. RIELLY, 54
--------------------

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, 65
----------------------

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, 67
-------------------

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, 57
--------------------

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 outside directors were appointed in January 2004. Each outside director
has received 150,000 shares of the Company's common stock as compensation for
their service on its board of directors.

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.


                                       12



<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 2005 fiscal year. No
other officers or directors received an annual salary or bonus exceeding
$100,000.

<TABLE>
                                        Summary Compensation Table

                                                                             Long Term Compensation
                                                                       ----------------------------------
                                   Annual Compensation                   Awards                Payouts
               ------------------------------------------------------------------------------------------
                 (b)       (c)       (d)          (e)          (f)         (g)       (h)         (i)
               ------- ----------- --------  ------------  ----------  ---------- ---------  ------------
                                                                       Securities
   Name &                                                  Restricted  Underlying   LTIP      All Other
  Principal                                  Other Annual     Stock     Options/   Payouts   Compensation
  Position       Year   Salary ($) Bonus ($) Compensation   Award (s)   SARs (#)     ($)          ($)
-------------- ------- ----------- --------  ------------  ----------  ---------- ---------  ------------
<S>              <C>     <C>          <C>        <C>           <C>        <C>        <C>          <C>
    CEO &        2005    $180,000     none       none          none       none       none         none
  Chairman,      2004    $180,000     none       none          none       none       none         none
Cody Ashwell     2003    $180,000     none       none          none       none       none         none

 President,      2005    $180,000     none       none          none       none       none         none
Gary Lillian     2004    $180,000     none       none          none       none       none         none
                 2003    $180,000     none       none          none       none       none         none

    CFO,         2005    $180,000     none       none          none       none       none         none
   Richard       2004    $180,000     none       none          none       none       none         none
  Gartrell       2003    $180,000     none       none          none       none       none         none

    EVP,         2005    $147,750     none       none          none       none       none         none
   William       2004    $144,000     none       none          none       none       none         none
  Marshall       2003    $144,000     none       none          none       none       none         none

    SVP,         2005    $144,000     none       none          none       none       none         none
Stephen Corey    2004    $144,000     none       none          none       none       none         none
                 2003    $144,000     none       none          none       none       none         none
</TABLE>

                                                     13


<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of December 31, 2005, 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, 2005, information with respect
to the shares of Common Stock beneficially ownership of Directors and Executive
Officers of the Company:

<TABLE>
      (1)                               (2)                                 (3)                  (4)
                                                                   Amount and Nature of
 Title of Class        Name and Address of Beneficial Owner          Beneficial Owner      Percent of Class
----------------       ----------------------------------------    ---------------------   ----------------
<S>                                                                      <C>                    <C>
Common Stock           Cody Ashwell, San Diego, CA                        9,187,027              6.2%
Common Stock           Curci Investment Co., Newport Beach, CA            8,800,000              5.9%
Common Stock           Gary Lillian, San Diego, CA                          750,000              0.5%
Common Stock           Stephen Corey, La Jolla, CA                          750,334              0.5%
Common Stock           Richard A. Gartrell, Irvine, CA                    1,000,002              0.7%
Common Stock           William Marshall, San Diego, CA                    1,500,300              1.0%
Common Stock           William C. Baker, Newport Beach, CA                6,950,000              4.7%
Common Stock           Thomas Rielly, Newport Beach, CA                   5,690,000              3.8%
Common Stock           James Knapp, Newport Beach, CA                     2,250,000              1.5%
Common Stock           Terry Hackett, Newport Beach, CA                   1,350,000              0.9%
Common Stock           Jerry W. Carlton, Newport Beach, CA                1,200,000              0.8%
Common Stock           Richard Specter, Newport Beach, CA                   675,000              0.5%
Common Stock           Stanley A. Solomon, Newport Beach, CA                450,000              0.3%
Common Stock           Ronald Beard, Laguna Nigel, CA                       300,000              0.2%
All Officers and
Directors as a Group                                                     40,852,663             27.4%
</TABLE>

It should be noted that as a group, the five top officers of the Company at the
end of 2003 and 2005 contributed a total of 41,550,002 shares of Common Stock to
the Company treasury in order to facilitate the raising of $9,700,000 in
investment capital through private placement offerings completed in 2003 and
2005. The employment agreements of the contributing members of management were
amended in light of these contributions.

EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
                                                                                         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
                                        WARRANTS, AND RIGHTS       WARRANTS AND RIGHTS   PLANS (1)
<S>                                     <C>                        <C>                   <C>
Equity compensation plans
approved by shareholders                --                         --                    --

Equity compensation plans not
approved by shareholders                384,031 (2)(3)             --                    --
                                        ------------------------------------------------------------------------

Total                                   384,031                    --                    --
                                        ------------------------------------------------------------------------
</TABLE>

(1)  Excludes number of shares to be issued upon exercise of outstanding options
     warrants.
(2)  Some 384,031 of these warrants relate to compensation to outside marketing
     consultant. These are reserves for warrants that have been earned but may
     not yet been issued pursuant to agreements with the consultants based on
     consultants' attaining certain performance objectives. See Item 5 herein
     generally for further details regarding these and other
     compensation-related issuances.


                                       14



<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         (CONTINUED)

(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. Mr. Toneys exercised warrants for 40,000 shares in 2004 and 826,212
shares in 2005 and the remainder of the warrants expired.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31.1   Certification of the Chief Executive Officer pursuant to Section 302 of
       the Sarbanes-Oxley Act of 2002.
31.2   Certification of the Chief Financial Officer pursuant to Section 302 of
       the Sarbanes-Oxley Act of 2002.
32.1   Certification of the Chief Executive Officer pursuant to Section 906 of
       the Sarbanes-Oxley Act of 2002.
32.2   Certification of the Chief Financial Officer pursuant to Section 906 of
       the Sarbanes-Oxley Act of 2002.

(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 $34,500 for fiscal year 2004 and
$37,500 to date for fiscal year 2005. Additional billing amounts are anticipated
for 2005 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 no fees billed in each of the last two fiscal years for products and
services provided by the Company's principal accountant.


                                       15



<PAGE>

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.


                                       16



<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)
       31.1   Certification of the Chief Executive Officer pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002
       31.2   Certification of the Chief Financial Officer pursuant to Section
              302 of  the Sarbanes-Oxley Act of 2002
       32.1   Certification of the Chief Executive Officer pursuant to Section
              906 of Sarbanes-Oxley Act of 2002
       32.2   Certification of the Chief Financial Officer pursuant to Section
              906 of Sarbanes-Oxley Act of 2002
------------
*   Indicates a management compensatory plan or arrangement.
**  Previously filed

(1) Incorporated by reference from the Company's 10KSB report for the period
    ended December 31, 2001.
(2) Incorporated by reference from the Company's 10KSB report for the period
    ended December 31, 2001.
(3) Incorporated by reference from the Company's 10KSB report for the period
    ended December 31, 2001.
(4) Incorporated by reference from the Company's 10KSB report for the period
    ended December 31, 2001.


                                       17


<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
Javo Beverage Company, Inc. has caused this amended report to be signed on its
behalf by the undersigned, thereunder duly authorized, this March 30, 2007.

                                                  Javo Beverage Company, Inc.,
                                                  a Delaware corporation

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

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

<TABLE>
<S>     <C>
            Signature                                     Title                                Date
----------------------------------        -------------------------------------           --------------

  /s/    CODY C. ASHWELL                        Chairman of the Board,                    March 30, 2007
----------------------------------                 Director and Chief
         Cody C. Ashwell                           Executive Officer
                                                   (Principal Executive
                                                   Officer)

  /s/    RICHARD A. GARTRELL                    Chief Financial Officer                   March 30, 2007
----------------------------------                 (Principal Financial and
       Richard A. Gartrell                         Accounting Officer)


  /s/    WILLIAM C. BAKER                       Director                                  March 20, 2007
----------------------------------
         William C. Baker


  /s/    RONALD S. BEARD                        Director                                  March 20, 2007
----------------------------------
         Ronald S. Beard


                                                Director                                  March 20, 2007
----------------------------------
         Jerry W. Carlton


                                                Director                                  March 20, 2007
----------------------------------
         Terry C. Hackett


  /s/    JAMES R. KNAPP                         Director                                  March 20, 2007
----------------------------------
         James R. Knapp


  /s/    THOMAS J. RIELLY                       Director                                  March 20, 2007
----------------------------------
         Thomas J. Rielly


  /s/    STANLEY A. SOLOMON                     Director                                  March 20, 2007
----------------------------------
         Stanley A. Solomon


  /s/    RICHARD B. SPECTER                     Director                                  March 20, 2007
----------------------------------
         Richard B. Specter
</TABLE>

                                               18