SecProbe.io

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Mail Stop 03-08

									June 9, 2005

Mr. Cody C. Ashwell
Chairman and Chief Executive Officer
Javo Beverage Company, Inc.
1311 Specialty Drive
Vista, CA 92081

      RE:		   Javo Beverage Company, Inc.
            	        	Form 10-KSB for Fiscal Year Ended
      December 31, 2004
      Filed March 31, 2005
	  	Form 10-QSB for Fiscal Quarter Ended
		March 31, 2005
	File No. 0-26897

Dear Mr. Ashwell:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your filings in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-KSB for Fiscal Year Ended December 31, 2004

Item 7.  Financial Statements

Statements of Cash Flows, page F-6
1. Please tell us how the $664,500 and $1,800,000 of non-cash loan
costs recorded in 2004 and 2003 are reflected within the
statements of
cash flows.  We would expect to see these amounts added back to
net
losses to arrive at net cash used in operating activities, yet it
appears that the $1,800,000 in 2003 was recorded as a financing
cash
inflow.  Please advise.

Note 2.  Summary of Significant Accounting Policies, page F-7

Fourth Quarter Adjustments, page F-8
2. Please provide us a complete narrative regarding each
adjustment
made during the fourth quarter of 2004 "to better reflect the
matching
of costs and benefits primarily relating to the issuance of stock
and
debt."  Based on your disclosure, we assume these adjustments
represent the correction of errors in the historical financial
statements.  If this assumption is incorrect, please advise.
Otherwise, please tell us how and the date each error was
discovered
and why such errors could not have been discovered in a preceding
period.  Explain the nature and cause of each error and whether it
resulted from mistakes in the application of accounting
principles,
oversight or misuse of facts existing, or other.  To the extent an
error was due to misapplication of accounting principle, explain
to us
the misapplication in detail and why the revised method is
correct.
Finally, please explain your basis for recording the error
corrections
in the fourth quarter of 2004 rather than restating the relevant
prior
periods.  Quantify the impact on an annual basis, show us your
analysis of the impact on earnings trends, and provide us support
for
your belief that it was not material from a quantitative or
qualitative perspective.  For guidance, refer to SAB Topic 1:M.

Note 6.  Property and Equipment, page F-9
3. In view of your history of operating and cash flow losses,
please
support for us your conclusion that the book value of your
property
plant and equipment is not impaired.  In your response, please
indicate the date of your most recent impairment tests and also
describe for us the results of those tests.

Note 8.  Long-Term Debt, page F-10
4. For each debt issuance that was accompanied by an issuance of
restricted stock, please tell us in detail and disclose how you
determined the fair value of the restricted stock and the fair
value
of the debt for purposes of allocating the proceeds of the
issuance on
a relative fair value basis between the debt and the restricted
stock.
If the fair value per share of restricted stock issued was based
on
applying a discount to the traded value of your common stock on
the
date of issuance, please justify for us in detail your use of such
a
discount.  Please ensure your response addresses your debt and
restricted stock issuances in the first quarter of fiscal 2005 as
well.
5. With respect to the restricted shares you issued in connection
with
your debt offerings, it appears that you have recorded as common
stock
and additional paid-in capital the full fair value you determined
for
the restricted stock, rather than recording as common stock and
additional paid-in capital the portion of the proceeds of the debt
and
equity issuance allocated to the restricted stock.  We also note
that
this treatment resulted in you recording significant "loan costs"
in
each period presented.  Please help us understand the basis for
this
accounting.  Refer to the analogous guidance in paragraph 15 of
APB 14
which states, with respect to debt issued with detachable
warrants,
that the portion of the proceeds allocated to the warrants should
be
accounted for as paid-in capital.  If after reassessing your
accounting, you now believe that your accounting should be
revised,
please show us how you plan to revise your financial statements
accordingly.

Note 10.  Stock Transactions, page F-12
6. Please disclose the nature of the restriction(s) on your
restricted
stock.  Refer to paragraph 4 of SFAS 129.
7. Please advise us and disclose your accounting policy for
determining the fair value of common stock and restricted stock
issued
in exchange for employee and non-employee services.  We may have
further comment.
8. For each period presented, please disclose the significant
assumptions used during the year to estimate the fair value of
warrant
issuances, including the risk-free interest rate, expected life,
expected volatility and expected dividends.  Also, with respect to
warrants issued in exchange for consulting services, clarify your
disclosure regarding the measurement date, that is, the date of
the
stock price on which the fair value of the equity instrument is
based.
Your current disclosure that you use the "4-30 day average price"
is
not clear in this regard.

Item 8A.  Controls and Procedures, page 12
9. Please amend your filing to address the following comments
regarding your Item 8A. disclosures.  Also make conforming
revisions
to your Form 10-QSB for the period ended March 31, 2005.
10. We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"within 90 days prior to the date of this report."  However, Item
307
of Regulation S-B requires that your certifying officers disclose
their conclusions regarding the effectiveness of your disclosure
controls and procedures "as of the end of the period covered by
the
report."  Please revise.
11. Please revise to reference the appropriate Rule of the
Exchange
Act, Rule 13a-15(c), not 13a-14(c).
12. Your principal executive and financial officers only concluded
that your disclosure controls and procedures were effective in
"timely
alerting them to material information required to be included in
the
Company`s periodic filings with the Commission."  Please also
state,
if true, whether the same officers concluded the controls and
procedures were effective in "ensur[ing] that information required
to
be disclosed by an issuer in the reports that it files or submits
under the Act is accumulated and communicated to the issuer`s
management, including its principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure."  Please
refer
to Exchange Act Rule 13a-15(e).
13. You state that there were no "significant changes" in your
"internal controls" or in other factors that could "significantly
affect" these controls "subsequent to the date of your
evaluation."
However, Item 308(c) of Regulation S-B requires that you disclose
any
change in your "internal control over financial reporting"
identified
in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during the most
recent fiscal quarter that has "materially affected, or is
reasonably
likely to materially affect, the registrant`s internal control
over
financial reporting."  Please revise.

Section 302 Certifications
14. Please amend your filing so that your certifications read
exactly
as set forth in Item 601(b)(31) of Regulation S-B.   Ensure you
include the entire Form 10-KSB and not just the revised
certifications.  Please also making conforming revisions to your
Form
10-QSB for the period ended March 31, 2005.

Form 10-Q for Fiscal Quarter Ended March 31, 2005

Statements of Cash Flow, page 5
15. Please tell us what the line item within cash flows from
financing
activities captioned "Loan Fee and Discount - Net of Amortization
of
$383,781" represents.  If it represents the amortization of debt
issue
discount, please tell us why you have reflected this item as a
financing as opposed to operating activity.  Refer to SFAS 95 for
guidance.   Additionally, please explain to us what the line item
captioned "Issuance of common stock for debt" represents.  If this
item represents a non-cash financing activity, we are unclear as
to
why you have reflected a financing cash inflow related to this
item.
Please advise or revise.

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a letter that keys your responses
to
our comments and provides any requested information.  Detailed
response letters greatly facilitate our review.  Please file your
response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendments and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filings or in
response to
our comments on your filings.

	You may contact David DiGiacomo at (202) 551-3319, or in his
absence, Robyn Manuel at (202) 551-3823 if you have questions
regarding comments on the financial statements and related
matters.
Please contact me at (202) 551-3843 with any other questions.

                  Sincerely,

            George F. Ohsiek, Jr.
    					          Branch Chief

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Mr. Cody Ashwell
Javo Beverage Company, Inc.
June 9, 2005
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