SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          AQUA VIE BEVERAGE CORPORATION


            Delaware                                           82-0506425
            --------                                           ----------
      (State jurisdiction)                                (I.R.S. Employer ID)

                 P. O. Box 6759 333 South Main Street Suite 201
                              Ketchum, Idaho 83340
          (Address of principal executive offices, including zip code)

                                      None
                           (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
            (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
================================================================================
Title Of Each                        Proposed       Proposed
  Class Of                           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          13,000,000      $0.075/share    $975,000            $250
 $.001 per
  share
================================================================================

<PAGE>

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.  The purpose of this  Registration  Statement  is to
register  an  additional  9,500,000  shares  for a total  of  13,000,000  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.



                                      II-3



                                   SIGNATURES



   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 30th day of July,
2001.

                   AQUA VIE BEVERAGE CORPORATION



                   By: /s/ Thomas Gillespie
                   ------------------------
                           Thomas Gillespie,
                           President, Chief Executive Officer and
                           Chairman of the Board


<PAGE>


                                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.


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

/s/ Thomas Gillespie                  President, Sole Director,
--------------------                  Chief Executive Officer
    Thomas Gillespie                  and Chairman of the Board
                                      (principal executive officer)


Date : July 30, 2001
[{"type": "S-8", "sequence": "1", "filename": "avbcs8.txt", "secsgml_size_bytes": 5582}]
{"company-data": {"conformed-name": "AQUA VIE BEVERAGE CORP", "cik": "0001068104", "assigned-sic": "6770", "irs-number": "820506425", "state-of-incorporation": "WA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66312", "film-number": "1693497"}, "business-address": {"street1": "333 SOUTH MAIN STREET", "street2": "PO BOX 6759", "city": "KETCHUM", "state": "ID", "zip": "83340", "phone": "2086227792"}, "mail-address": {"street1": "PO BOX 6759", "street2": "333 SOUTH MAIN STREET", "city": "KETCHUM", "state": "ID", "zip": "83340"}, "former-company": {"former-conformed-name": "BARHILL ACQUISITION CORP", "date-changed": "19980812"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          AQUA VIE BEVERAGE CORPORATION

            Delaware                                           82-0506425
            --------                                           ----------
      (State jurisdiction)                                (I.R.S. Employer ID)

                 P. O. Box 6759 333 South Main Street Suite 201
                              Ketchum, Idaho 83340
          (Address of principal executive offices, including zip code)

                                      None
                           (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
            (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
================================================================================
Title Of Each                        Proposed       Proposed
  Class Of                           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          13,000,000      $0.075/share    $975,000            $250
 $.001 per
  share
================================================================================
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.  The purpose of this  Registration  Statement  is to
register  an  additional  9,500,000  shares  for a total  of  13,000,000  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.

                                      II-3

                                   SIGNATURES

   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 30th day of July,
2001.

                   AQUA VIE BEVERAGE CORPORATION

                   By: /s/ Thomas Gillespie
                   ------------------------
                           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.

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

/s/ Thomas Gillespie                  President, Sole Director,
--------------------                  Chief Executive Officer
    Thomas Gillespie                  and Chairman of the Board
                                      (principal executive officer)

Date : July 30, 2001