Beverage Works, Inc.

Proposed Ticker: -		9800 South Sepulveda Boulevard, Suite 720
Exchange: NASDAQ-Small Cap Market		Los Angeles, California 90045
Industry: Manufacturing		(310) 642-5643

All share information is proposed
Type of Shares:	Common Shares	Filing Date:	9/11/96
U.S. Shares Filed:	1,000,000	Filing Price:	$8.00
Non-U.S. Shares Filed:	0	Offering Amount:	$8,000,000
Primary Shares:	1,000,000	Expenses:	$569,752
Secondary Shares:	0	Shs Out After:	3,767,085

Manager	Tier	Phone
State Street Securities	Lead Manager

	Audited Income	Latest Unaudited Income	Prior Unaudited Income		Balance Sheet
	12/31/95	4/30/96			4/30/96
Revenue:	$0.04	$0.10		Assets:	$2.31
Net Income:	-$0.49	-$0.64		Liabilities:	$1.13
EPS:	-$0.16	-$0.21		Equity:	$1.18
Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year, unaudited figures are partial year

Business Description

Beverage Works, Inc. was formed on August 2, 1995 as a California corporation for the purpose of acquiring and operating craft breweries. Craft breweries are mostly small to medium sized independent brewing companies that generally use only traditional brewing process and ingredients. These include regional specialty brewers, micro-brewers and brewpub restaurants. The company's strategy is to purchase craft brewers and brewpub restaurants. The company's strategy is to purchase craft breweries and to transform them into a professionally managed, integrated producer & marketer of high quality craft beers. Craft beers are enjoying a substantial increase in popularity in the United States. Where appropriate to its strategy, the company will acquire and operate other specialty beverage companies.

Use of Proceeds

The proceeds from the proposed offering will be used for the acquisition of Orange Empire Brewing Company, formation of St. Stan's Partnership; expansion of product lines; marketing and sales; repayment of notes and other indebtedness; acquisition of capital equipment and working capital.

Last updated: 10/28/96