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<SEC-DOCUMENT>0001172665-03-000363.txt : 20031118
<SEC-HEADER>0001172665-03-000363.hdr.sgml : 20031118
<ACCEPTANCE-DATETIME>20031118161321
ACCESSION NUMBER:		0001172665-03-000363
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20030930
FILED AS OF DATE:		20031118

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CAPITAL BEVERAGE CORP
		CENTRAL INDEX KEY:			0001020186
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180]
		IRS NUMBER:				133878747
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13181
		FILM NUMBER:		031010707

	BUSINESS ADDRESS:	
		STREET 1:		1111 EAST TREMONT AVENUE
		CITY:			BRONX
		STATE:			NY
		ZIP:			10460
		BUSINESS PHONE:		7184092337

	MAIL ADDRESS:	
		STREET 1:		1111 EAST TREMONT AVENUE
		STREET 2:		1111 EAST TREMONT AVENUE
		CITY:			BRONX
		STATE:			NY
		ZIP:			10460
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>cap10qsb903.txt
<DESCRIPTION>SEPTEMBER 30, 2003
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                      For Quarter Ended September 30, 2003
                                       OR

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

                        For the transition period from to

                         Commission file number: 0-13181

                          CAPITAL BEVERAGE CORPORATION
                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK
             (Exact Name of Registrant as Specified in its Charter)



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


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No

The number of shares of registrant's Common Stock, $.001 par value, outstanding
as of November 17, 2003 was 3,792,045 shares.



<PAGE>



                          CAPITAL BEVERAGE CORPORATION
                                   FORM 10-QSB
                               September 30, 2003



                                      INDEX
                                                                      PAGE
                                                                     NUMBER

PART I.  FINANCIAL INFORMATION


Item 1.  Consolidated Financial Statements (Unaudited)

           Balance Sheet as of September 30, 2003                        3

           Statement of Operations for the three-months
              ended September 30, 2003 and 2002 and the
              nine-months ended September 30, 2003 and 2002              4

           Statement of Cash Flows for the nine-months
              ended September 30, 2003 and 2002                          5

           Notes to Consolidated Financial Statements                    6

Item 2.  Management's Discussion and Analysis or Plan of Operations     7-8

PART II. OTHER INFORMATION

Item 6.  Exhibits and reports on Form 8-K                                9

Signatures                                                              10





<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY

                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                           CONSOLIDATED BALANCE SHEET

                               September 30, 2003
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:
     Cash                                                   $            69,327
     Accounts receivable - net of allowance for doubtful
         accounts of $60,842                                            730,242
     Inventories                                                      3,507,096
     Prepaid expenses and other current assets                            9,821
                                                              ------------------
         TOTAL CURRENT ASSETS                                         4,316,487

PROPERTY AND EQUIPMENT                                                  166,049

DISTRIBUTION LICENSE                                                  4,358,462

OTHER ASSETS                                                            194,166
                                                              ------------------
                                                            $         9,035,164
                                                              ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                       $         4,362,549
     Accrued expenses and taxes                                         149,615
     Current portion of long-term debt                                2,797,770
                                                              ------------------
         TOTAL CURRENT LIABILITIES                                    7,309,934
                                                              ------------------

CAPITAL LEASE OBLIGATIONS                                               106,204

LONG-TERM DEBT                                                          962,295

STOCKHOLDERS' EQUITY:
     Preferred stock, no shares issued and outstanding                     -
     Common stock, $ .001 par value;
         authorized 20,000,000 shares;
         issued and outstanding 3,792,045 shares                          3,793
     Additional paid-in capital                                       5,796,249
     Accumulated deficit                                             (5,143,311)
                                                              ------------------
         TOTAL STOCKHOLDERS' EQUITY                                     656,731
                                                              ------------------
                                                            $         9,035,164
                                                              ==================




     The accompanying notes are an integral part of the financial statements

                                        3
<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY

                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                      Three Months Ended September 30,           Nine Months Ended September 30,
                                                  ---------------------------------------   ----------------------------------------
                                                       2003                 2002                    2003                  2002
                                                  ----------------   --------------------   ---------------------   ----------------
                                                     (Unaudited)         (Unaudited)            (Unaudited)            (Unaudited)


<S>                                           <C>                  <C>                    <C>                     <C>
SALES                                         $       7,712,658    $         7,998,358    $         21,376,471    $    21,920,983

COST OF GOODS SOLD                                    5,847,659              5,908,118              15,823,556         16,487,530
                                                  ----------------   --------------------   ---------------------    ---------------

GROSS PROFIT                                          1,864,999              2,090,240               5,552,915          5,433,453
                                                  ----------------   --------------------   ---------------------    ---------------

OPERATING EXPENSES
 Selling and delivery                                   377,604                387,009               1,039,204          1,049,923
 General and administrative                           1,353,627              1,468,786               4,026,513          4,908,400
                                                  ----------------   --------------------   ---------------------    ---------------
                                                      1,731,232              1,855,795               5,065,718          5,958,323
                                                  ----------------   --------------------   ---------------------    ---------------

LOSS FROM OPERATIONS                                    133,767                234,445                 487,197           (524,870)

INTEREST EXPENSE                                       (108,431)              (116,717)               (383,940)          (367,929)

INTEREST INCOME                                            -                      -                       -                 2,302

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

NET INCOME (LOSS)                             $          25,336    $           117,728    $            103,257    $    (1,750,497)
                                                  ================   ====================   =====================    ===============

LOSS PER  COMMON SHARE - BASIC AND DILUTED:
 NET LOSS BEFORE CUMULATIVE EFFECT  OF
  CHANGE IN ACCOUNTING PRINCIPLE              $            0.01    $              0.04    $               0.03    $         (0.28)
 CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                     -                      -                       -                 (0.27)
                                                  ----------------   --------------------   ---------------------    ---------------
 NET LOSS                                     $            0.01    $              0.04    $               0.03    $         (0.55)
                                                  ================   ====================   =====================    ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES              3,792,045              3,178,409               3,792,045          3,178,409
                                                  ================   ====================   =====================    ===============


</TABLE>









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

                                       4

<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY

                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                            STATEMENTS OF CASH FLOWS


                                              Nine Months Ended September 30,
                                         ---------------------------------------
                                                2003                 2002
                                         ---------------------------------------
                                            (Unaudited)            (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                 $           103,257  $        (1,750,497)
                                         ------------------   ------------------
     Adjustments to reconcile
      net income (loss)to net
      cash used in operating activities:
        Depreciation and amortization               51,702               76,764
        Change in accounting principle                   -              860,000

     Changes in assets and liabilities:
         Accounts receivable                      (249,242)            (135,806)
         Inventories                            (1,121,516)          (1,051,100)
         Prepaid expenses                           (2,898)             (18,025)
         Other assets                              (37,764)              27,030
         Accounts payable and
          accrued expenses                       1,997,365              239,929
         Cash overdraft                                  -              505,876
                                         ------------------   ------------------
          Total adjustments                        637,647              504,668
                                         ------------------   ------------------

NET CASH (USED IN) PROVIDED BY
 OPERATING ACTIVITIES                              740,904           (1,245,829)
                                         ------------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                          (36,550)             (45,161)
                                         ------------------   ------------------
NET CASH USED IN INVESTING ACTIVITIES              (36,550)             (45,161)
                                         ------------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments of capital
      lease obligations                              6,948              (37,420)
     Due to officer                                      -              (19,148)
     Payments of long-term debt                   (712,217)            (689,275)
     Payment of dividends                          (50,000)             (50,000)
     Notes payable                                       -             (136,361)
                                         ------------------   ------------------
NET CASH USED IN FINANCING ACTIVITIES             (755,269)            (932,204)
                                         ------------------   ------------------

NET DECREASE IN CASH                               (50,915)          (2,223,194)

CASH - BEGINNING OF PERIOD                         120,242            2,272,786
                                         ------------------   ------------------

CASH - END OF PERIOD                   $            69,327  $            49,592
                                         ==================   ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION:
         Cash paid for interest        $           383,940  $           367,129
                                         ==================   ==================



     The accompanying notes are an integral part of the financial statements

                                        5

<PAGE>



                          CAPITAL BEVERAGE CORPORATION
                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003

                                   (Unaudited)

1. BASIS OF PRESENTATION

The accompanying financial statements reflect all adjustments which, in the
opinion of management, are necessary for a fair presentation of the financial
position and the results of operations for the interim periods presented.

Certain financial information which is normally included in financial statements
prepared in accordance with generally accepted accounting principles, but which
is not required for interim reporting purposes has been condensed or omitted.
The accompanying financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's Annual Report
on Form 10-KSB.

2. GOING CONCERN

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

As shown in the accompanying financial statements, the Company has a history of
losses with an accumulated deficit of $5,143,311 at September 30, 2003 and, as
of that date, a working capital deficiency of $2,993,447. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The Company's continuation as a going concern is dependent upon its ability to
ultimately attain profitable operations, generate sufficient cash flow to meet
its obligations, and obtain additional financing as may be required.


                                        6


<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

Statements in this Form 1O-QSB that are not statements of historical or current
fact constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other unknown factors that
could cause the actual results of the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward-looking statements. In addition to statements that explicitly describe
such risks and uncertainties, readers are urged to consider statements labeled
with the terms "believes," "belief," "expects," "intends," "anticipates" or
"plans" to be uncertain and forward-looking. The forward-looking statements
contained herein are also subject generally to other risks and uncertainties
that are described from time to time in the Company's reports and registration
statements filed with the Securities and Exchange Commission.

Results of Operations

Net sales for the nine months ended September 30, 2003 were $21,376,471,
reflecting a decrease of $544,512 or 2.5% from the $21,920,983 of net sales for
the nine months ended September 30, 2002. The decrease in the nine months ended
September 30, 2003 resulted primarily from the shift in product mix in our sales
department. During the first half year of 2002, we took advantage of a one time
opportunity to invest in two non-exclusive brands from a competing wholesaler to
improve our sales position which filled a void due to the sale of our Old
English Label to the Miller appointed wholesaler.

Cost of sales was $15,823,556 or 74% of net sales for the nine month period in
2003, as compared to $16,487,530 or 75% of net sales for the nine month period
ended 2002. The decrease in cost of goods sold as a percentage of sales for the
nine months ended September 30, 2003, was due to changes in our discounting
policies which management put into effect in the last two quarters of 2002, as
well as favorable return rate on unredeemed deposits. Management expects the
Company's gross profit percentage to remain at 26% throughout the fourth
quarter.

Selling, general and administrative expenses for the nine month period ended
September 30, 2003 were $5,065,718 as compared to $5,958,323 for the respective
2002 period, reflecting a 15% improvement in overall expenses. The decrease in
the nine months ended September 30, 2003 was due primarily to the substantial
cuts that management had implemented in the last half of the year 2002.
Personnel reductions were made in both selling and distribution. The management
has also reduced upper and middle management compensation between 10-30%. These
cost cutting measures are still in effect going forward in our fourth quarter.

Interest expense for the nine month period ended September 30, 2003 was $383,940
as compared to $367,929 for the respective 2002 period. The increase in the nine
month period ended September 30, 2003 was due primarily to interest paid on the
Entrepreneur Growth Capital line of credit which in some cases were over the
allowable caps which were in place in our present agreement.

Management is presently seeking a new credit facility which will be more
appropriate to serving Capital's present and future growth plans.

                                       7
<PAGE>

Liquidity and Capital Resources

Cash provided by operations for the nine months ended September 30, 2003 was
$740,904. This was primarily due to the increase in accounts payable for the 9
month period ended September 30, 2003.

Working capital deficiency increased from ($2,418,137) at December 31, 2002 to
($2,993,447) at September 30, 2003 due to the Company's decision to pay off
additional long term debt.

At September 30, 2003 the Company's primary sources of liquidity were $69,327 in
cash, $730,242 in accounts receivable and $3,507,096 in inventories.

Management believes it has sufficient sources of working capital to adequately
meet the Company's needs through the end of 2003.

ITEM 3. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's President and Chief Executive Officer and
Treasurer, of the effectiveness of the design and operation of the Company's
controls and procedures, as defined in Exchange Act Rules 13a-14(c) and
15d-14(c). Based upon that evaluation, the Company's President and Chief
Executive Officer and Treasurer, concluded that the Company's disclosure
controls and procedures are effective in enabling the Company to record,
process, summarize and report information required to be included in the
Company's periodic SEC filings within the required time period.

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

                                        8


<PAGE>



                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Not applicable

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

Not applicable

Item 5. OTHER INFORMATION

Not applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:  Exhibit 31 - Certifications pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002

               Exhibit 32 - Certifications pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002

                                        9


<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                          CAPITAL BEVERAGE CORPORATION





Date: November 18, 2003                     /s/Carmine N. Stella,  President and
                                               Chief Executive Officer,
                                               as Registrant's duly authorized
                                               officer

                                            /s/Carol Russell,
                                               Secretary and Treasurer




                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>ex31.txt
<DESCRIPTION>CEO CERTIFICATION UNDER 302
<TEXT>
                                                                      Exhibit 31

                                  CERTIFICATION

I, Carmine N. Stella, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of Capital  Beverage
Corporation;

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

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

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) for the
small business issuer and have:

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

     b. Evaluated the  effectiveness of the small business  issuer's  disclosure
     controls and procedures  and presented in this report my conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

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

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

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

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



Date:  November 18, 2003                    By:/s/ Carmine N. Stella
                                                   ----------------------------
                                                   Carmine N. Stella, President
                                                   and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>ex31a.txt
<DESCRIPTION>CERTIFICATION OF TREASURER
<TEXT>
                                                                     Exhibit 31a

                                  CERTIFICATION

I, Carol Russell, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of Capital  Beverage
Corporation;

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

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

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) for the
small business issuer and have:

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

     e. Evaluated the  effectiveness of the small business  issuer's  disclosure
     controls and procedures  and presented in this report my conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and


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

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

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

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



Date:  November 18, 2003                    By:/s/ Carol Russell
                                                   ------------------------
                                                   Carol Russell, Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>ex32.txt
<DESCRIPTION>CERTIFICATIONS UNDER 906
<TEXT>
                                                                      Exhibit 32

                                  CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of Capital Beverage Corporation (the "Company") does hereby
certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003 of
the Company fully complies, in all material respects, with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information
contained in the Form 10-QSB fairly presents, in all material respects, the
financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.



Date:  November 18, 2003                     By:/s/ Carmine N. Stella
                                                    ----------------------------
                                                    Carmine N. Stella, President
                                                    and Chief Executive Officer


Date:  November 18, 2003                    By:/s/ Carol Russell
                                                   -------------------------
                                                   Carol Russell, Treasurer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
