The Children's Beverage Group, Inc.

Securities Exchange Act of 1934
Release No. 48704 / October 27, 2003

Administrative Proceedings
File No. 3-11185

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and for the protection of investors to accept the Offer of Settlement submitted by The Children's Beverage Group, Inc. ("Children's Beverage" or "Respondent") pursuant to Rule 240(a) of the Rules of Practice of the Commission, 17 C.F.R. § 201.240(a), for the purpose of settlement of these proceedings initiated against Respondent on July 16, 2003.

II.

Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over it and the subject matter of these proceedings, Respondent consents to the entry of this Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

1. Children's Beverage's securities are registered with the Commission pursuant to Section 12(g) of the Exchange Act, and have been registered since January 2000;

2. Children's Beverage is a Delaware corporation with its principal place of business in Northbrook, Illinois;

3. The corporation formerly manufactured and marketed juice-pouch products for the children's beverage market; however, production has ceased;

4. Children's Beverage has failed to file an annual report on Form 10-K for the years ending December 31, 2001 and December 31, 2002;

5. Children's Beverage has failed to file quarterly reports on Form 10-Q for any quarter after March 31, 2001;

6. Although Children's Beverage is not currently manufacturing any products, its stock still trades on a limited basis in the over-the-counter market;

7. On March 1, 2001, the Delaware Secretary of State revoked Children's Beverage's business charter for non-payment of franchise taxes; and that

8. On the basis of the above, Children's Beverage has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder.

IV.

In view of the foregoing, the Commission deems it appropriate and for the protection of investors to impose the sanctions specified in Respondent's Offer.

Accordingly, it is hereby ORDERED:

The registration of Children's Beverage's securities is revoked pursuant to Section 12(j) of the Securities Exchange Act of 1934.

For the Commission, by its Secretary, pursuant to delegated authority.

By the Commission.