SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                SECOND 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 Identification No.)
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
<TABLE>
<CAPTION>

==============================================================================================================================
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
<S>                     <C>              <C>              <C>                       <C>
  par value             14,000,000       $0.02/share      $280,000                  $25.76
$.001 per share (Previously Registered: 13,000,000 shares. Total registered including this second amendment: 27,000,000 shares
==============================================================================================================================
</TABLE>
                                       1

<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.  The purpose of this Registration Statement is
to register another  14,000,000 shares for a total of 27,000,000 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 31st day of May,
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 and Financial Officer
--------------------------            and Chairman of the Board
   Thomas Gillespie                  (principal executive officer)

   Date: May 31, 2002

                                       2
[{"type": "S-8", "sequence": "1", "filename": "avbcs8amend2.txt", "secsgml_size_bytes": 6405}]
{"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": "333-90078", "film-number": "02674044"}, "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

                                SECOND 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 Identification No.)
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             14,000,000       $0.02/share      $280,000                  $25.76
$.001 per share (Previously Registered: 13,000,000 shares. Total registered including this second amendment: 27,000,000 shares
==============================================================================================================================
1
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.  The purpose of this Registration Statement is
to register another  14,000,000 shares for a total of 27,000,000 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 31st day of May,
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 and Financial Officer
--------------------------            and Chairman of the Board
   Thomas Gillespie                  (principal executive officer)

   Date: May 31, 2002

                                       2