SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                 THIRD AMENDMENT
                                 ---------------

                          AQUA VIE BEVERAGE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                           82-0506425
---------------------------------                   ----------------------------
(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
          ------------------------------------------------------------
          (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
  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
================================================================================


<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.  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.

                                     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 twenty fifth day of
February, 2003.

                                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.

                                       2
<PAGE>

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


                        President, Sole Director,                Feb. 25, 2003
/s/ Thomas Gillespie    Chief Executive and Financial Officer
---------------------     and Chairman of the Board
    Thomas Gillespie    (principal executive officer)










                                       3
[{"type": "S-8", "sequence": "1", "filename": "aqvb-s83.txt", "description": "AQVB S-8", "secsgml_size_bytes": 6811}]
{"company-data": {"conformed-name": "AQUA VIE BEVERAGE CORP", "cik": "0001068104", "assigned-sic": "2080", "irs-number": "820506425", "state-of-incorporation": "WA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103446", "film-number": "03580162"}, "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

                                 THIRD AMENDMENT
                                 ---------------

                          AQUA VIE BEVERAGE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                           82-0506425
---------------------------------                   ----------------------------
(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
          ------------------------------------------------------------
          (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
  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
================================================================================
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.

                                     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 twenty fifth day of
February, 2003.

                                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.

                                       2
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
        ---------       -----                                     ----

                        President, Sole Director,                Feb. 25, 2003
/s/ Thomas Gillespie    Chief Executive and Financial Officer
---------------------     and Chairman of the Board
    Thomas Gillespie    (principal executive officer)

                                       3