SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THIRD AMENDMENT
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AQUA VIE BEVERAGE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 82-0506425
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(State or other jurisdiction (I.R.S. Employer I.D. Number
of incorporation or organization)
P. O. Box 6759
333 South Main Street Suite 201
Ketchum, Idaho 83340
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(Address of principal executive offices, including zip code)
None
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(Full titles of the Plans)
Thomas Gillespie
President
Chief Executive Officer
and Chairman of the Board
Aqua Vie Beverage Corporation
333 South Main Street, Suite 450
Ketchum, Idaho 83340
(208) 622-7792
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(Name, address and telephone number of agent for service)
Copy to:
Butcher & Williams, P.S.
1001 Fourth Ave. Plaza Bldg. Suite 3827
Seattle, Washington 98154
CALCULATION OF REGISTRATION FEE
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Title Of Each Proposed
Class Of Proposed Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
Common Stock
par value 950,000 $0.001/share $475,000 $41.40
$.001 per share
(Previously Registered: 1,350,000 shares (adjusted for twenty for one reverse
split. Total registered including this third amendment: 2,300,000 shares
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On June 1, 2000, Aqua Vie Beverage Corporation filed its S-8 Registration
Statement, SEC File Number 333-38336. The number of shares of common stock
registered was 3,500,000. By First Amendment dated July 19, 2001, an additional
9,500,000 shares were registered. By its second amendment filed June 7, 2002, an
additional 14,000,000 shares were registered, for a total of 27,000,000 shares.
Subsequent to those filings, there was a twenty for one reverse split. On an
adjusted basis, the number of shares previously registered was 1,350,000. The
purpose of this Registration Statement is to register another 950,000 shares for
a total of 2,300,000 shares pursuant to General Instructions for S-8
registration, paragraph E, Registration of Additional Securities. The contents
of the earlier S-8 Registration Statement, SEC File Number 333-38336 are
incorporated by reference. The shares being registered are original issue of the
registrant and do not include already issued restricted securities being offered
for resale.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ketchum and State of Idaho on the twenty fifth day of
February, 2003.
AQUA VIE BEVERAGE CORPORATION
By: /s/ Thomas Gillespie
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Thomas Gillespie,
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of
Aqua Vie Beverage Corporation, a Delaware corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, hereby
constitute and appoint Thomas Gillespie as true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
sign such Registration Statement and any or all amendments to the Registration
Statement, and all other documents in connection therewith to be filed with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact as agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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President, Sole Director, Feb. 25, 2003
/s/ Thomas Gillespie Chief Executive and Financial Officer
- --------------------- and Chairman of the Board
Thomas Gillespie (principal executive officer)
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