Pbcregd 02012011

1 0 0% NATURAL INFUSED VODKA
me oko
PISCES BEVERAGE CORP, PO BOX 159, GARNERVILLE, NY 10923
WWW.MEOKOVODKA.COM
8459428550
To Whom it may Concern:
Please notice that this is the securities portion of our full prospectus, and is not the entire business model or business
plan. We are also a company that is fully aware of the great potential and great opportunity this provides, and we
also realize the mutual benefit of a good investor to call “partner.” We are seeking private capital from qualified
investors, and not interested in becoming involved in application processes or scams. If you would like to tour our
landmarked facilities located within the New York Hudson Valley Region, do contact us, and feel free to ask for me
or Miyoko Yamakawa personally, and we will make arrangements for you to tour our facility. We are located within
the vicinity of 5 major airports and numerous harbor ports for access by Yacht.
For access to the rest of our business plan, marketing plan, finances, or other, make contact.
Sincerely,
Mark Anthony Grishaj

Chairman of the Board
Pisces Beverage Corp.
THIS PAGE INTENTIONALLY BLANK
United States
Securities and Exchange Commission
Washington, D.C.
_________________________________________
Private Placement Memorandum and Plan (A.K.A. Offering Circular)
Regulation D Rule 506 Exempt Securities Offering
_________________________________________
CONFIDENTIAL LIMITED OFFERING MEMORANDUM

(Exact name of registrant as specified in its charter)
_________________________________________
Delaware
(State of Jurisdiction of 26-0386448
incorporation or organization) (I.R.S. Employer
Identification No.)
55 Railroad Avenue, #3B
Garnerville, New York 10923
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number - (845)-942-8550
_________________________________________
$25,000,000
(Offering Amount)
25,000,000 shares of Common Stock (“Shares”)
$1 per share
50,000 shares ($50,000.00) Minimum Subscription (1)
Securities offered pursuant to Rule 506 of Regulation D under the Securities Act
Title of each class Name of each exchange on which registered
Common Stock (Par Value $0.001) OTCCB
_________________________________________
Pisces Beverage Corp. (the “Company” or “ Pisces Beverage Corp.” or “PBC”), a Delaware Corporation, is
offering 25,000,000 shares of Common Stock for $1.00 per share.
The offering price per share has been arbitrarily determined by the Company - See Risk Factors: Offering Price.
THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE
INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN
THESE SHARES.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF DELAWARE, OR
UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON
THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506
PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION
PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.
______________________________________________________________
Sale Price Selling Commissions (1) Proceeds To Company (2)

Per Share $1 $0.10 $0.90
Minimum $1,000,000 $100,000 $900,000
Maximum $25,000,000 $2,500,000 $22,500,000
______________________________________________________________
As of February 28, 2011 82,090,000 Shares of common stock were outstanding.
Documents Incorporated By Reference
Portions of the Registrant’s proxy statement related to its annual meeting of stockholders scheduled to be held on May 20,
2011 are incorporated by reference into Part B of the Offering Documents
Ph: (845)-942-8550 / Fax: (845)-271-4416
The Date of this Memorandum is February 28, 2010
(1) The Company reserves the right to waive the 50,000 Share minimum subscription for any investor. The
Offering is not underwritten. The Shares are offered on a “best efforts” basis by the Company through its
officers and directors. The Company has set a minimum offering amount of 1,000,000 Shares with minimum
gross proceeds of $1,000,000 for this Offering. All proceeds from the sale of Shares up to $1,000,000 will be
deposited in an escrow account. Upon the sale of $1,000,000 of Shares, all proceeds will be delivered directly to
the Company’s corporate account and be available for use by the Company at its discretion. Shares may also be
sold by FINRA member brokers or dealers who enter into a Participating Dealer Agreement with the Company,
who will receive commissions of up to 10% of the price of the Shares sold. The Company reserves the right to
pay expenses related to this Offering from the proceeds of the Offering. See “Plan of Placement and Use of
Proceeds.”
(2) The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate,
or (b) the date upon which all Shares have been sold, or (c) August 26, 2011, or such date as may be extended
from time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.)
THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN STRATEGICALLY SET
BY THE MANAGEMENT OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THE
SECURITIES WILL BE SOLD.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH
REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR
COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY
BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH
PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE
ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES
MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED
UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. THERE IS NO TRADING MARKET FOR THE COMPANY’S SECURITIES AND THERE
CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE
SECURITIES WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING
EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR
SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE SECURITIES PURCHASED
PURSUANT HERETO, AND THE ISSUANCE OF THE SECURITIES IS BEING UNDERTAKEN
PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE
SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE SHARES WHICH ARE PURCHASED
PURSUANT HERETO MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES
LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE
SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES
HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR
ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE
COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.
No person is authorized to give any information or make any representation not contained in the Memorandum
and any information or representation not contained herein must not be relied upon. Nothing in this
Memorandum should be construed as legal or tax advice.
All of the information provided herein has been provided by the Management of the Company. The Company
makes no express or implied representation or warranty as to the completeness of this information or, in the case
of projections, estimates, future plans, or forward looking assumptions or statements, as to their attainability or
the accuracy and completeness of the assumptions from which they are derived, and it is expected that each
prospective investor will pursue his, her, or its own independent investigation. It must be recognized that
estimates of the Company’s performance are necessarily subject to a high degree of uncertainty and may vary
materially from actual results.
No general solicitation or advertising in whatever form will or may be employed in the offering of the securities,
except for this Memorandum (including any amendments and supplements hereto), the exhibits hereto and
documents summarized herein, or as provided for under Regulation D of the Securities Act of 1933. Other than
the Company’s management, no one has been authorized to give any information or to make any representation
with respect to the Company or the Securities that is not contained in this Memorandum. Prospective investors
should not rely on any information not contained in this Memorandum.
This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any
jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the person
making such offer or solicitation is not qualified to do so.
This Memorandum does not constitute an offer if the prospective investor is not qualified under applicable
securities laws.
This offering is made subject to withdrawal, cancellation, or modification by the Company without notice and
solely at the Company’s discretion. The Company reserves the right to reject any subscription or to allot to any
prospective investor less than the number of shares subscribed for by such prospective investor.
This Memorandum has been prepared solely for the information of the person to it has been delivered by or on
behalf of the Company. Distribution of this Memorandum to any person other than the prospective investor to
whom this Memorandum is delivered by the Company and those persons retained to advise them with respect
thereto is unauthorized. Any reproduction of this Memorandum, in whole or in part, or the divulgence of any of
the contents without the prior written consent of the Company is strictly prohibited. Each prospective investor,
by accepting delivery of this Memorandum, agrees to return it and all other documents received by them to the
Company if the prospective investor’s subscription is not accepted or if the Offering is terminated.
By acceptance of this Memorandum, prospective investors recognize and accept the need to conduct their own
thorough investigation and due diligence before considering a purchase of the Shares. The contents of this
Memorandum should not be considered to be investment, tax, or legal advice and each prospective investor
should consult with their own counsel and advisors as to all matters concerning an investment in this Offering.
NASAA LEGEND
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND
STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
During the course of the Offering and prior to any sale, each offeree of the Shares and his or her professional
advisor(s), if any, are invited to ask questions concerning the terms and conditions of the Offering and to obtain
any additional information necessary to verify the accuracy of the information set forth herein. Such information
will be provided to the extent the Company possess such information or can acquire it without unreasonable
effort or expense.
EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND
RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE
EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT
UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE
INFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS
WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR
DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS
MEMORANDUM, PLEASE WRITE, CALL, OR EMAIL:

(c/o Investor Relations)
Ph: (845)-942-8550
Fax: (845)-271-4416
email: info@meokovodka.com
TABLE OF CONTENTS
PART A
Summary Of The Offering ....................................................................................................................................... 6
Risk Factors ................................................................................................................................................................6
Use of Proceeds ..........................................................................................................................................................6
Requirements for Purchasers ..................................................................................................................................... 7
Forward Looking Information ................................................................................................................................... 8
Management ...............................................................................................................................................................14
Management Compensation ...................................................................................................................................... 14
Principal Shareholders ............................................................................................................................................... 15
Litigation ....................................................................................................................................................................15
Description of Shares ................................................................................................................................................. 16
Transfer Agent and Registrar ..................................................................................................................................... 16
Plan of Placement ...................................................................................................................................................... 16
Additional Information .............................................................................................................................................. 16
ERISA Considerations ............................................................................................................................................... 17
Summary of the Offering
The following material is intended to summarize information contained elsewhere in this Limited Offering
Memorandum (the “Memorandum”). This summary is qualified in its entirety by express reference to this
Memorandum and the materials referred to and contained herein. Each prospective subscriber should carefully
review the entire Memorandum and all materials referred to herein and conduct his or her own due diligence
before subscribing for Shares.
The Company
Pisces Beverage Corp,, initially incorporated in 2007, with the purpose to market and distribute its primary series
of alcoholic beverage products, as well as develop new and interesting all-natural flavored vodkas. The
Company’s legal structure was formed as a S-corporation under the laws of the State of New York in April 2007.
In August 2010 the Company has moved its charter to the State of Delaware, continued to maintain its principal
address at Railroad Avenue in Garnerville, NY., and is furthermore qualified to do business in the State of
Delaware and New York. Its principal offices are presently located at 55 Railroad Avenue, #3B, Garnerville, NY
10923. The Company’s telephone number is (845)-942-8550. The President of the Company is Miyoko
Yamakawa, the Secretary of the company is Jiro Yamakawa. There are 9 members of the Board of Directors.
Mr. Jiro Yamakawa, Mrs. Miyoko Yamakawa, Mr. Richard Straniere, Mrs. Maria Straniere, Mr. Salvatore
Murdocca, Mrs. Nancy Caravan, Mr. Mark A. Grishaj, Yenisey Rodriguez-McClosky, and Mike Ruiz.
Operations
The operations of Pisces Beverage Corp., are to produce, market, and distribute its primary line of products
initially a line of “all-natural” line of flavored vodka called “Me Oko” Vodka. Having both trademarks and
patents, Me Oko Vodka comes in several flavors to date, including Strawberry, Apple, Watermelon, Ginger,
Lemon-Lime, and Jalapeño. It is also a key goal of Pisces Beverage Corp., to seek out and define new and
interesting flavors which may have an impact on a key markets to act as a gateway to the rest of the companies
line of products. It is also the companies goal to market its line of products by using investments in Pisces
Beverage Corp., to grow the Me Oko Brand, as well as carry out the development of future product lines of
alcoholic beverages.
SEE “PART B - BUSINESS PLAN.”

Business Plan
Pisces Beverage Corps Business Plan, included as Part B of this Memorandum, was prepared by the Company
using assumptions set forth in the Business Plan, including several forward looking statements. Each prospective
investor should carefully review the Business Plan before purchasing Shares. Management makes no
representations as to the accuracy or achievability of the underlying assumptions and projected results contained
herein.
The Offering
The Company is offering up to 25,000,000 Shares of Common Stock at a price of $1.00 per Share, $0.001 par
value. Upon completion of the Offering between 75,000,000 and 100,000,000 shares will be outstanding. Each
purchaser must execute a Subscription Agreement making certain representations and warranties to the
Company, including such purchaser’s qualifications as an Accredited Investor as defined by the Securities and
Exchange Commission in Rule 501(a) of Regulation D promulgated, or one of 35 Non-Accredited Investors that
may be allowed to purchase Shares in this offering. SEE “REQUIREMENTS FOR PURCHASERS.”
Risk Factors
See “RISK FACTORS” in this Memorandum for certain factors that could adversely affect an investment in the
Shares. Those factors include reliance on outsourcing various networks of distribution companies that cover
certain geographical markets with whom the company many have no proven track record of reliability, reliance
on management, and unanticipated obstacles to execution of the Business Plan.
Use of Proceeds
Proceeds from the sale of Shares will be used to begin execution of the national growth protocol as laid out in the
Pisces Beverage Corp Business Plan. SEE “USE OF PROCEEDS.”
Minimum Offering Proceeds - Escrow of Subscription Proceeds
The Company has set a minimum offering proceeds figure of $1,000,000 (the “minimum offering proceeds”) for
this Offering. The Company has established an Investment Holding Account with Citibank (member FDIC), into
which the minimum offering proceeds will be placed. At least 1,000,000 Shares must be sold for $1,000,000
before such proceeds will be released from the escrow account and utilized by the Company. After the minimum
number of Shares are sold, all subsequent proceeds from the sale of Shares will be delivered directly to the
Company. SEE “PLAN OF PLACEMENT - ESCROW ACCOUNT ARRANGEMENT.”
Stockholders
Upon the sale of the maximum number of Shares from this Offering, the number of issued and outstanding shares
of the Company’s stock will be held as follows:
Maximum
Principal Shareholders 57.09%
Present Shareholders/Directors 17.91%
New Shareholders 25%
Registrar
The Company will serve as its own registrar and transfer agent with respect to its Shares of Common Stock.
Future notifications of newly enlisted transfer agents will be listed as amendments and all shareholders given
written confirmation of said appointments as well as filings listed with the SEC.
Subscription Period
The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, or
(b) the date upon which all Shares have been sold, or (c) August 26, 2011, or such date as may be extended from
time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.)
Requirements for Purchasers

Prospective purchasers of the Shares offered by this Memorandum should give careful consideration to certain
risk factors described under “RISK AND OTHER IMPORTANT FACTORS,” and especially to the speculative
nature of this investment and the limitations described under that caption with respect to the lack of a readily
available market for the Shares and the resulting long term nature of any investment in the Company. This
Offering is available only to suitable Accredited Investors, or one of 35 Non-Accredited Investors that may be
allowed to purchase Shares, having adequate means to assume such risks and of otherwise providing for their
current needs and contingencies should consider purchasing Shares.
General Suitability Standards

The Shares will not be sold to any person unless such prospective purchaser or his or her duly authorized
representative shall have represented in writing to the Company in a Subscription Agreement that:
(a) The prospective purchaser has adequate means of providing for his or her current needs and personal
contingencies and has no need for liquidity in the investment of the Shares;
(b) The prospective purchaser’s overall commitment to investments which are not readily marketable is not
disproportionate to his, her, or its net worth and the investment in the Shares will not cause such overall
commitment to become excessive; and
(c) The prospective purchaser is an “Accredited Investor” (as defined below) suitable for purchase in the
Shares.
Each person acquiring Shares will be required to represent that he, she, or it is purchasing the Shares for his, her,
or its own account for investment purposes and not with a view to resale or distribution. See “SUBSCRIPTION
FOR SHARES.”
Accredited Investors
The Company will conduct the Offering in such a manner that Shares may be sold only to “Accredited Investors”
as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the
“Securities Act”), or to a maximum of 35 Non-Accredited Investors that may be allowed to purchase Shares in
this offering. In summary, a prospective investor will qualify as an “Accredited Investor” if he, she, or it meets
any one of the following criteria:
(a)Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his
purchase, exceeds $1,000,000;
(b) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years
or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable
expectation of reaching the same income level in the current year;
(c) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as
defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any
broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange
Act”); any insurance company as defined in Section 2(13) of the Exchange Act; any investment company
registered under the Investment Company Act of 1940 or a business development company as defined in Section
2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established
and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee
benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total
assets in excess of $5,000,000 or, if a self directed plan, with investment decisions made solely by persons who
are Accredited Investors;
(c)Any private business development company as defined in Section 202(a)(22) of the

Investment Advisors Act of 1940;
(e) Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code, corporation, Massachusetts
or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered,
with total assets in excess of $5,000,000;
(f) Any director or executive officer, or general partner of the issuer of the securities being sold, or any director,
executive officer, or general partner of a general partner of that issuer;
(g) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of
Regulation D adopted under the Act; and
(h) Any entity in which all the equity owners are Accredited Investors.
Other Requirements
No subscription for the Shares will be accepted from any investor unless he is acquiring the Shares for his own
account (or accounts as to which he has sole investment discretion), for investment and without any view to sale,
distribution or disposition thereof. Each prospective purchaser of Shares may be required to furnish such
information as the Company may require to determine whether any person or entity purchasing Shares is an
Accredited Investor, or select Non-Accredited Investor who may purchase Shares.
Forward Looking Information

Some of the statements contained in this Memorandum, including information incorporated by reference, discuss
future expectations, or state other forward looking information. Those statements are subject to known and
unknown risks, uncertainties and other factors, several of which are beyond the Company’s control, that could
cause the actual results to differ materially from those contemplated by the statements. The forward looking
information is based on various factors and was derived using numerous assumptions. In light of the risks,
assumptions, and uncertainties involved, there can be no assurance that the forward looking information
contained in this Memorandum will in fact transpire or prove to be accurate.
Important factors that may cause the actual results to differ from those expressed within include, for example,
• the success or failure of the Company’s efforts to successfully market the products, the, website, and full
share offering amount as scheduled;
• the Company’s ability to attract, build, and maintain a loyal customer base;
• the possibility of a much more well funded competitor using leverage to quash PBC’s ability to open in
certain markets (and that the contingency plans PBC has in place should fail to work in the companies favor)
• the Company’s ability to attract and retain quality employees;
• the effect of changing economic conditions;
• the ability of the Company to obtain adequate debt financing if only a fraction of this Offering is sold;
and other risks which are described under “RISK FACTORS” and which may be described in future
communications to shareholders. The Company makes no representation and undertakes no obligation to update
the forward looking information to reflect actual results or changes in assumptions or other factors that could
affect those statements. However the executives of the company will make a best faith effort to keep all
investors up to date with any dealings of the company that may or may not be of concern to capital investors.
Risk Factors
Investing in the Company’s Shares is very risky. You should be able to bear a complete loss of your investment.
You should carefully consider the following factors, among others.
Development Stage Business

Pisces Beverage Corp. commenced operations in April 2007 and was organized as an S-corporation under the
laws of the State of New York. In August 2010, the company moved it’s corporate charter to the State of
Delaware, retaining its qualification in the State of New York. Accordingly, the Company has only a limited
history upon which an evaluation of its prospects and future performance can be made. The Company’s
proposed operations are subject to all business risks associated with new enterprises. The likelihood of the
Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays
frequently encountered in connection with the expansion of a business, operation in a competitive industry, and
the continued development of advertising, promotions and a corresponding customer base. There is a possibility
that the Company could sustain losses in the future. There can be no assurances that Pisces Beverage Corp will
even operate profitably.
Inadequacy of Funds
Gross offering proceeds of a minimum of $1,000,000 and a maximum of $25,000,000 may be realized.
Management believes that such proceeds will capitalize and sustain Pisces Beverage Corp., sufficiently to allow
for; the continued development and improvement of the existing line of flavored alcoholic beverages, mass
production of the current line of vodkas, redevelopment of the website and development of mobile locator
application, hiring of a qualified set of employees required for growth on a full northeast America expansion, the
implementation of a marketing campaign, and distribution of the Company’s products for a certain period of
time. If only a fraction of this Offering is sold, or if certain assumptions contained in Management’s business
plans prove to be incorrect, the Company may have inadequate funds to fully develop its business and may need
debt financing or other capital investment to fully implement the Company’s business plans.
Dependence on Management
In the early stages of development the Company’s business will be significantly dependent on the Company’s
management team. The Company’s success will be particularly dependent upon Miyoko Yamakawa, President
and Treasurer, the Company’s Principal Executive Officer/President, Founder of Pisces Beverage Corp., and co-
developer of Pisces Beverage Corp operations, business plans, and manager of the business. The loss of this
individual could have a material adverse effect on the Company. Furthermore, Jiro Yamakawa is currently
functioning as Vice President and Secretary of the Corporation, is the sole keeper of the companies proprietary
recipes (until licensed and bonded workers are able to be employed). Mark Anthony Grishaj has been elected
among the Board of Directors, by the Board, to act as Chairman of the Board of Directors for PISCES
BEVERAGE CORP. He has previously functioned as Chief Executive Officer for a small multi-nationally
distributed periodical venture, which he left to build upon and restructure the business model and develop a
working plan for the business based on historical performance of the company, See “MANAGEMENT.”
Risks Associated with Expansion

The Company plans on expanding its business through the introduction of a sophisticated marketing campaign.
Any expansion of operations the Company may undertake will entail risks, such actions may involve specific
operational activities which may negatively impact the profitability of the Company. Consequently, shareholders
must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources
available to the Company at that time, and (ii) management of such expanded operations may divert
Management’s attention and resources away from its existing operations, all of which factors may have a
material adverse effect on the Company’s present and prospective business activities.
Customer Base and Market Acceptance
While the Company believes it can further develop the existing customer base, and develop a new customer base
through the marketing and promotion of the website, the inability of the Company to further develop such a
customer base could have a material adverse effect on the Company. Although the Company believes that its
product matrix offer advantages over competitive companies and products, no assurance can be given that Pisces
Beverage Corps products will attain a degree of market acceptance on a sustained basis or that it will generate
revenues sufficient for sustained profitable operations.
Competition
Competition for the flavored vodka line is fragmented with direct competition coming from a small number of
flavored vodka companies, some of which are also in their development or growth stages, others that are already
very successful. Companies identified by Management as competitors do not have natural flavors and rely
heavily on artificial flavoring which can provide them a cost benefit for such mass production. This cost
effective mixing process associated with competitors blending production process also alienates the “all natural”
consumer to which the Me Oko brand may provide a preferable alternative option. PBC contends that having a
patented blend of all-natural flavor will continue to draw health conscious social drinkers that would otherwise
prefer an all natural version of similarly flavored vodkas that are artificially flavored.
While there does exist some current competition, Management believes that Pisces Beverage Corps combination
product line production process is unique in nature and the expertise of Management combined with the
innovative nature of its product matrix and its sophisticated ability to maintain quality at reasonable cost at the
point of purchase, set the Me Oko Vodka line of vodka’s produced by Pisces Beverage Corp apart from its
competitors. There is the possibility that new competitors could seize upon Pisces Beverage Corps’ product
ideas and business model and produce competing all natural vodkas with similar flavor product matrixes.
Likewise, these new competitors could be better capitalized than PBC which could give them a significant
advantage. There is the possibility that the competitors could capture significant market share of Pisces
Beverage Corps’ intended market.
General Economic Conditions

The financial success of the Company may be sensitive to adverse changes in general economic conditions in the
United States, such as recession, inflation, unemployment, and interest rates. Such changing conditions could
reduce demand in the marketplace for the Company’s products. Management believes that the products they
market and the planned increase in new output frequency for the primary product line of PBC will insulate the
Company from excessive reduced demand. Nevertheless, PBC has no control over these changes.
Trend in Consumer Preferences and Spending; Possible Fluctuations in Operating Results

The Company’s operating results may fluctuate significantly from period to period as a result of a variety of
factors, including purchasing patterns of customers, competitive pricing, debt service and principal reduction
payments, and general economic conditions. There is no assurance that the Company will be successful in
marketing any of its products, or that the revenues from the sale of such products will be significant.
Consequently, the Company’s revenues may vary by quarter, and the Company’s operating results may
experience fluctuations.
Risks of Borrowing
If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of
principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants
which may impair the Company’s operating flexibility. Such loan agreements would also provide for default
under certain circumstances, such as failure to meet certain financial covenants. A default under a loan
agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of
such lender which would be senior to the rights of owners of Common Stock of the Company. A judgment
creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect
on the Company’s business, operating results or financial condition.
Unanticipated Obstacles to Execution of the Business Plan

The Company’s business plans may change significantly. Many of the Company’s potential business endeavors
are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the
Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with
the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right
to make significant modifications to the Company’s stated strategies depending on future events.
Management Discretion as to Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The
Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently
contemplated which it deems to be in the best interests of the Company and its shareholders in order to address
changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be
substantially dependent upon the discretion and judgment of Management with respect to application and
allocation of the net proceeds of this Offering. Investors for the Common Stock offered hereby will be entrusting
their funds to the Company’s Management, upon whose judgment and discretion the investors must depend.
Control By Management
As of February 28, 2011, the Company’s officers and directors owned approximately 100% of the Company’s
outstanding shares. Upon completion of this Offering, the Company’s officers and directors will own
approximately 75% of the issued and outstanding shares, and will be able to elect all of the directors and
continue to control Pisces Beverage Corp. Investors will own a minority percentage of the Company’s Common
Stock and will have minority voting rights. Investors will not have the ability to control either a vote of the
Company’s Shareholders or Board of Directors. See “PRINCIPAL SHAREHOLDERS”
Dividend Policy
The Company intends to retain any initial future earnings to fund operations and expand the Company’s
business. A holder of Common Stock will be entitled to receive dividends only when, as, and if declared by the
Board of Directors out of funds legally available therefor. The Company’s Board of Directors will determine
future dividend policy based upon the Company’s results of operations, financial condition, capital requirements,
and other circumstances.
No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Company may rely on trade secrets to protect proprietary technology and processes which
the Company has developed or may develop in the future. There can be no assurances that secrecy obligations
will be honored or that others will not independently develop similar or superior technology. The protection of
proprietary technology through claims of trade secret status has been the subject of increasing claims and
litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even
where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such
claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to
this area. The Company, in common with other firms, may also be subject to claims by other parties with regard
to the use of technology information and data which may be deemed proprietary to others.
Dilution
Purchasers of Shares will experience immediate and substantial dilution of $0.25 in net tangible book value per
share, or approximately 75% of the assumed offering price of $1.00 per share (assuming maximum offering
proceeds are achieved). Additional Shares issued by the Company in the future will also dilute a purchaser's
investment in the Shares. See “DILUTION.”
Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with
applicable state securities laws, each investor must acquire his Shares for investment purposes only and not with
a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior
to any sale, transfer, or other disposition of the Shares. Some of these conditions may include a minimum
holding period, availability of certain reports, including financial statements from PBC, limitations on the
percentage of Shares sold and the manner in which they are sold. PBC can prohibit any sale, transfer or
disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to
PBC, stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal
or state securities laws and regulations. No public market exists for the Shares and no market is expected to
develop. Consequently, owners of the Shares may have to hold their investment indefinitely and may not be able
to liquidate their investments in PBC or pledge them as collateral for a loan in the event of an emergency.
Broker - Dealer Sales of Shares

The Company’s Common Stock is not presently included for trading on any exchange, and there can be no
assurances that the Company will ultimately be registered on any exchange. The NASDAQ Stock Market, Inc.
has recently enacted certain changes to the entry and maintenance criteria for listing eligibility on the NASDAQ
Small-Cap Market. The entry standards require at least $4 million in net tangible assets or $750,000 net income
in two of the last three years. The proposed entry standards would also require a public float of at least $1
million shares, $5 million value of public float, a minimum bid price of $2.00 per share, at least three market
makers, and at least 300 shareholders. The maintenance standards (as opposed to entry standards) require at least
$2 million in net tangible assets or $500,000 in net income in two of the last three years, a public float of at least
500,000 shares, a $1 million market value of public float, a minimum bid price of $1.00 per share, at least two
market makers, and at least 300 shareholders. No assurance can be given that the Common Stock of the
Company will ever qualify for inclusion on the NASDAQ System or any other trading market. As a result, the
Company’s Common Shares are covered by a Securities and Exchange Commission rule that opposes additional
sales practice requirements on broker-dealers who sell such securities to persons other than established customers
and accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale.
Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and may also
affect the ability of shareholders to sell their shares in the secondary market.
Long Term Nature of Investment

An investment in the Shares may be long term and illiquid. As discussed above, the offer and sale of the Shares
will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions
from such registration which depends in part on the investment intent of the investors. Prospective investors will
be required to represent in writing that they are purchasing the Shares for their own account for long-term
investment and not with a view towards resale or distribution. Accordingly, purchasers of Shares must be willing
and able to bear the economic risk of their investment for an indefinite period of time. It is likely that investors
will not be able to liquidate their investment in the event of an emergency.
No Current Market For Shares

There is no current market for the Shares offered in this private Offering and no market is expected to develop in
the near future. However, it will be a clear intention of the company to reach 2 years of minimum entry
standards required by NASDAQ SmallCap, at which point there may well be a market for these shares at an
initial public offering. (see EXIT STRATEGY)
Compliance with Securities Laws

The Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of
the Securities Act, applicable Delaware and New York Securities Laws, and other applicable state securities laws.
If the sale of Shares were to fail to qualify for these exemptions, purchasers may seek rescission of their
purchases of Shares. If a number of purchasers were to obtain rescission, Pisces Beverage Corp would face
significant financial demands which could adversely affect PBC as a whole, as well as any non-rescinding
purchasers.
Offering Price
The price of the Shares offered has been arbitrarily established by PBC, considering such matters as the state of
the Company’s business development and the general condition of the industry in which it operates. The
Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable
to PBC.
Lack of Firm Underwriter

The Shares are offered on a “best efforts” basis by the officers and directors of PBC, the Securities Attorney
acting as both Counsel, and Director within PBC, without compensation and on a “best efforts” basis through
certain FINRA registered broker-dealers which enter into Participating Broker-Dealer Agreements with the
Company. Accordingly, there is no assurance that the Company, or any FINRA broker-dealer, will sell the
maximum Shares offered or any lesser amount.
Projections: Forward Looking Information

Management has prepared projections regarding PBC’s anticipated financial performance. The Company’s
projections are hypothetical and based upon the historical financial and market performance of the Company, the
addition of a sophisticated and well funded marketing plan, and other factors influencing the business of PBC.
The projections are based on Management’s best estimate of the probable results of operations of the Company,
based on present circumstances. These projections, though hypothetical, have been reviewed by PBC’s
independent certified public accountants. These projections are based on several assumptions, set forth therein,
which Management believes are reasonable. Some assumptions upon which the projections are based, however,
invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond
Management’s control. Therefore, actual results of operations will vary from the projections, and such variances
may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in
nature. In addition, projections do not and cannot take into account such factors as general economic conditions,
unforeseen regulatory changes, the entry into PBC’s market of additional competitors, the terms and conditions
of future capitalization, and other risks inherent to the Company’s business. While Management believes that the
projections accurately reflect possible future results of PBC’s operations, those results cannot be guaranteed.
Use Of Proceeds
The Company seeks to raise minimum gross proceeds of $1,000,000 and maximum gross proceeds of
$25,000,000 from the sale of shares in this Offering. The Company intends to apply these proceeds substantially
as set forth herein, subject only to reallocation by Management in the best interests of the Company.
Sources
Maximum Percent of Minimum Percent of
Amount Proceeds Amount Proceeds
Proceeds From Sale of Shares $25,000,000 100% $1,000,000 100%
Application of Proceeds
Offering Expenses (1) $42,581 0.17% $42,581 4.25%
Commissions (2) $2,500,000 10% $100,000 10%
Total Offering Expenses & Fees $2,542,581 10.17% $142,581 14.25%
Net Offering Proceeds $22,457,419 89.83% $857,419 85.74%
Marketing $785,000 3.49% $54,300 6.33%

Web Site Development $45,000 0.20% $5,000 0.58%
Debt Reduction $31,000 0.14% $31,000 3.61%
Accounting $9,900 0.04% $9,900 1.15%
Equipment $178,235.60 0.79% $35,633 4.15%
Working Capital for year 1 $6,898,958 30.72% $287,718 33.55%
Liquidity and Various Unaccountable $14,509,326 64.60% $423,551 49.39%
Expenses
Total Application of Proceeds $22,457,419 100% $857,419 100%
Footnotes:
(1) Includes estimated memorandum preparation, filing, printing, legal, accounting and other fees and expenses
related to the packaging of prepared documents to compile into investor ready package. All other expenses have
been absorbed as services as loans to the company, and reinvested into the company for equity ownership based
upon the initial offering per share amount.
(2) This Offering is being sold by the officers and directors of the Company, who will not receive any
compensation for their efforts. No sales fees or commissions will be paid to such officers or directors. Shares
may be sold by registered broker or dealers who are members of the FINRA and who enter into a Participating
Dealer Agreement with the Company. Such brokers or dealers may receive commissions up to ten percent (10%)
of the price of the Shares sold.
Management
Principals of the Company and Other Management
At the present time, three individuals are actively involved in the management of the Company.
• Miyoko Yamakawa, President

• Jiro Yamakawa, Vice President
• Mark Anthony Grishaj, Chairman of the Board, Office Management
Miyoko Yamakawa:
Miyoko Yamakawa came to the United States at the age of 27 from Osaka, Japan. Miyoko is a renowned singer
of traditional Japanese music. She started the Pisces Beverage Company in 2007 with her husband Jiro after a
long and successful career as a night club owner in Japan, and then a restauranteur in the United States.
Jiro Yamakawa:
Jiro Yamakawa was also born in Japan and immigrated to the United States having been a chef working in the
restaurants that he and wife Miyoko Yamakawa both owned. Jiro is keeper of the centuries old Japanese family
distillation of alcohol secret that upon forming the company with Miyoko, submitted for patent the family secret
that had been passed to him from generations before. As a master distiller, he used his special infusion
techniques to apply to the formation of a flavored vodka company with his wife at the helm due to her unique
and shrewd business sense.
Mark Anthony Grishaj:

Mark Grishaj was actively recruited by Miyoko Yamakawa to assist in redevelopment of a historically proven
inefficient and stagnant model for PBC. Through the 2 months required to engage and understand all of the laws
pertaining to securities offerings, and various models of successfully implemented structured offerings, Mr.
Grishaj and Miyoko Yamakawa enacted multiple scenarios of offering setup whose model was tested virtually
simulated over 6 month period while perfecting the various elements to the business model and plan. Mark
Grishaj was a Westinghouse Finalist by the age of 17 for genetic research he uniquely generated, which he began
at the age of 15 years old. Having subsequently also been accoladed with various nationwide state, and science
based award and recognition as far recognized as the Clinton White House. He has assisted in the management
of his families multi-million dollar real estate holdings since the age of 12, and was subsequently written into
New York State Resolution as one of 11 of New York’s Assembly recognized Prodigious Youth. He has also
successfully taken a failing fanzine, turned the product into a periodical that distributed its printed publication in
19 cities globally through a network of 27 distributors he independently acquired, and appointed a managing
distributor to coordinate efforts to meet deadlines he self-imposed. Mark was also able to increase the physical
print quality of the product, the bind, paper quality, creative quality, as well as increased the page count to
standard magazine, while increasing output 1000 times over all previous issues combined, at a fraction of the
cost of a single previously published work. He functioned as Chief Executive Officer of the company with a
50% holding in the company. His involvement within his own venture shifted entirely to PISCES BEVERAGE
CORP once Miyoko actively recruited him. Subsequently, his level of enthusiasm about his own ability to work
with a company with our particular opportunity, was enough to make Mark make the strategic and drastic move
to leave his post as CEO of the company he owned 50% stake in, to become involved in a company through
which no salary, and 5% of company shareholding was being offered. As a matter of statistical note, a person
who has won a Westinghouse award, will have a 4% likelihood of winning a Nobel Prize, an 11% likelihood of
winning a Macarthur Grant, and or become major players in industry through becoming public entities. We have
great confidence in Mr. Grishaj’s ability to keep our company milestones achievable for Miyoko and within a
timely manner to create the highest visible return for investment dollars.
Management Compensation
There is no accrued compensation that is due any member of Management as they will have assigned their
accrued compensation as investment into the company. No directors who are members of Management will
receive any director’s fees. Each director will be entitled to reimbursement of expenses incurred while
conducting Company business. Each director may also be a shareholder in the Company and as such will share
in the profits of the Company when and if dividends are paid, although minimum holding applies to all
shareholders. Therefore, as of the offering date of this memorandum, no shareholder in the company has, or will
have, a share in the profits of the company for minimum of two years from the date of this offering.
Management reserves the right to reasonably increase their salaries (pending Board approval) assuming the
business is performing profitably and Company revenues are growing on schedule. Any augmentation of these
salaries will be subject to the profitability of the Business and the effect on the Business cash flows. Current and
projected Management salaries for the next 12 months are:
• Miyoko Yamakawa, President:

Current: $184,740 annualized salary payable monthly as $15,395 before applicable taxes
• Jiro Yamakawa, COO, EVP:
Current: $150,740 annualized salary payable monthly as $12,561 before applicable taxes
• Mark Anthony Grishaj: Chairman of the Board/ Office Manager:
Current: Salary has been offered, and denied by Mr. Grishaj in favor of a 3 year comprehensive work
commitment in exchange for equity ownership in the company.
• Mike Ruiz: Associated VP Marketing:
Current: Contracted Mr. Ruiz as a 1099 work-for-hire with a Promissory Service Loan of $5 million worth of
service and expense for 3 years service and paid marketing materials, on demand from company in return for 5%
equity in investment option
Projected 12 months: There is no salary for this position. The role is filled on a 1099 basis, with a strict
commitment to offer services and equity investment into marketing materials for the company, in lieu of
investing down capital.
• Pamela Renay: VP Sales Northeast division:
Current: Position yet to be permanently filled
Projected 12 months: Position is filled on a 1099 basis. Please see Section B in that came provided with the
Offering Documents, to detail compensations due, arrangements made, and strict observation and checks to
ensure productivity must be to company satisfaction to remain in good standing as per contract.
• Yenisey Rodriguez-McCloskey: Compliance Officer:
Current: Outside partner with Attorney of Record for Securities Offering, acting on retainer as a freelance in-
house counsel on retainer for equity investment in the company.
Projected 12 months: There is no salary for this Attorney filling this position. The role is filled on a 1099 basis,
with a strict commitment to offer services and equity investment into marketing materials for the company, in
lieu of investing down capital.
Board of Directors
The Company has established a Board of Directors, which includes highly qualified business and industry
professionals. The Board of Directors will assist the Management team in making appropriate decisions and
taking effective action; however, they will not be responsible for Management decisions. The company is still at
a growth stage and so there are currently 9 members of the Board most of which are shareholders:
Mrs. Miyoko Yamakawa, Mr. Jiro Yamakawa

Mr. Richard Straniere, Mrs. Maria Straniere
Mr. Salvatore Murdocca, Mrs. Nancy Caravan
Mr. Mark Anthony Grishaj,
Mrs. Yenisey Rodrigues-McCloskey, and Mr. Mike Ruiz
Dilution
The purchasers of the Common Stock offered by this Memorandum will experience an immediate and substantial
dilution of their investments. There are 100,000,000 authorized shares of Common Stock of the Company of
which 25,000,000 shares are currently issued and outstanding. The net tangible book value per share of the
Company’s Common Stock was approximately $0.001 at February 28, 2011. Net tangible book value per share
of Common Stock is equal to the Company’s total tangible assets less its total liabilities, divided by the total
number of outstanding shares of Common Stock. Upon completion of this Offering, the net tangible book value
for the Shares which are now outstanding will be increased with corresponding dilution for the Shares sold to
investors.
The following reflects the dilution to be incurred by the investors. “Dilution” is determined by subtracting the
net tangible book value per Common Share after the Offering from the Offering price. If the expected maximum
number of Shares offered hereby are sold, of which there can be no assurance, there will be 100,000,000 Shares
of the Company’s Common Stock outstanding with net tangible book value of approximately $0.25 per Share.
This represents an immediate increase in net tangible book value from $0.001 to $0.25 per Share to existing
shareholders and an immediate dilution of from $1 to $0.25 per Share to purchasers of Shares in this Offering.
Principal Shareholders
The following table contains certain information as of February 28, 2010 as to the number of shares of Common
Stock beneficially owned by (i) each person known by the Company to own beneficially more than 5% of the
Company’s Common Stock, (ii) each person who is a Director of the Company, (iii) all persons as a group who
are Directors and Officers of the Company, and as to the percentage of the outstanding shares held by them on
such dates and as adjusted to give effect to this Offering.
Before Offering After Offering
Name and Position Shares Percentage Maximum Percentage
Miyoko Yamakawa, President / Treas 820900000 82.09% 57.09%
Jiro Yamakawa, EVP / Secretary 0 0% 0%
Current Investors 17913000 17.91% 17.91%
Certain Transactions
Stock Option Agreements

The Company has entered into stock option agreements with the following individuals and companies:
• Mr. Richard Straniere, and wife Maria Straniere, made a series of capital loans (as well as services of capital
value) to Pisces Beverage Corp. which is convertible to Common Stock.
• Mr. Salvatore Murdocca and wife Nancy Caravan made a series of capital loans to Pisces Beverage Corp.,
which is convertible to Common Stock.
• Mr. Mark Anthony Grishaj made a series of capital loans to Pisces Beverage Corp which is convertible to
common stock. In addition to the Capital Loans, Mr. Grishaj has facilitated the restructure and refinance of
the company in redeveloping the company business model and plan, implementing the investment offering,
and functions within the company in various roles on a work for hire basis with a daily commitment of
replacing hours of well necessary staff, which is convertible to cash, convertible to loan back to the
company, convertible to stock. In addition, Mr. Grishaj’s family abroad is bringing the Unique next line of
Spirits to PBC, as well as the family heirloom of an 200+year old antiqued and fully functional copper
distillation unit. This carries monetary value, which is also convertible to stock.
• Mrs. Yenisey Rodriguez-McCloskey serves as Liason to Danzig, Fishman, & Decea, law firm of record with
regard to approval related issues which may or may not arise with the PISCES BEVERAGE CORP offering
memorandum, by the Securities and Exchange Commission. She is also to be lead independently
representative of the company and it’s principals in matters of law which may or may not require the
expertise of a representative Attorney at Law, which will carry it’s own separate retainer fees, and hourly fee
for services rendered at PISCES BEVERAGE CORP’s request, such as expansion in key markets via
securing State Compliance with Alcoholic Beverage Law. For these services, and for the enlistment of the
boutique brokerage company for PISCES BEVERAGE CORP sale of shares.
• Mr. Mike Ruiz is a television personality, and a notable celebrity photographer/entrepreneur/philanthropist.
Mr. Ruiz has given blanet authority to PBC for use of his name, voice, likeness, and professionally licensed
work, which carries with it a high market value due to his high demand and public image. He will function
within the company to work towards a promissory engagement of 5 million dollars worth of real services
(such as Audio/Visual commercial production work through the film studio he owns and the staff he must
employ. He must also engage in promotion of all PBC products to his bevy of Hollywood and Mo-town
friends and clients in support of his new involvement and alignment with a growing brand. Ultimately he
will be responsible for continual output of imagery which the company will own and use routinely for
marketing and promotions. For these services, as well as the lengthy commitment agreed to in contract to
build the company brand, itemized and approved expenses incurred and service fees, coupled with market
rate fee schedule, as well as public personality product endorsement, all have definitive and monitored
values, of which 5% maximum were reserved and transferable as per the terms of the contract,
commensurate upon successful completion of the terms agreed to by both parties, the actual value of which
may not be fully outspent within the three year contract. Although a maximum of 5% shareholding in the
company has been reserved pending successful donation of 5 million dollars worth of service and celebrity
have been achieved, the lesser of which deems the shares become released via the transfer agent back to the
custody of the company, and a the investment of services becomes payable as a capital loan.
• Mr. Peter Fischbach, CEO ISM Technology Recruitment, Ltd., made a capital loan which is convertible to
stock at the companies discretion, an option which will not be taken, making the capital loan a debt the
company has arranged with the capital lender to delay payment towards until the minimum two year freeze
on transferability of company shares, an option, which the company owns Rights of First Refusal on. PBC
will assert the ROFR in favor of PBC at the capital loan amount plus 0.5% interest accrued annually from
the date of this memorandum
• Alan Platt made a made a capital loan which is convertible to stock at the companies discretion, an option
which will not be taken, making the capital loan a debt the company has arranged with the capital lender to
delay payment towards until the minimum two year freeze on transferability of company shares, an option,
which the company owns Rights of First Refusal on. PBC will assert the ROFR in favor of PBC at the
capital loan amount plus 0.5% interest accrued annually from the date of this memorandum
• Misako Ishimura made a series an option which will not be taken, making the capital loan a debt the
company has arranged with the capital lender to delay payment towards until the minimum two year freeze
on transferability of company shares, an option, which the company owns Rights of First Refusal on. PBC
will affirm the ROFR in favor of PBC at the capital loan amount plus 0.5% interest accrued annually from
the date of this memorandum
Litigation
Pisces Beverage Corp., is not presently a party to any material litigation, nor to the knowledge of Management
is any litigation threatened against the Company which may materially affect the business of the Company or its
assets.
Description of Shares
The Shares offered hereby are 25,000,000 shares of Common Stock, $0.001 par value. The Company’s
authorized capital consists of 100,000,000 shares of Common Stock, with par value $.001. 75,000,000 shares of
Common Stock are currently issued and outstanding. Upon completion of the Offering, between 75,000,000 and
100,000,000 shares of Common Stock will be issued and outstanding. The shares of Common Stock are equal in
all respects, and upon completion of the Offering, the Common Stock will comprise the only class of capital
stock that the Company will have issued and outstanding upon close of the Offering. Each Common Shareholder
is entitled to one vote for each share held on each matter submitted to a vote of the Shareholders. Shares of
Common Stock are not redeemable and do not have conversion rights. The Shares currently outstanding are, and
the Shares to be issued upon completion of this Offering will be, fully paid and non-assessable. In the event of
the dissolution, liquidation or winding up of the Company, the assets then legally available for distribution to the
holders of the Company’s shares of stock will be distributed ratably among such holders in proportion to their
shareholdings. Holders of Common Stock are only entitled to dividends when, as and if declared by the Board of
Directors out of funds legally available therefor. The Company has never paid any such dividends. Future
dividend policy is subject to the discretion of the Board of Directors and will depend upon a number of factors,
including among other things, the capital requirements and the financial condition of the Company.
Transfer Agent and Registrar

The Company will contract Empire Stock Transfer of Henderson, Nevada as its transfer agent and registrar for its
shares of Common Stock, with the assistance of legal counsel Danzig, Fishman, & Decea of White Plains, New
York, facilitated by acting in-house counsel on retainer, Yenisey Rodriguez-McCloskey.
Plan of Placement
The Shares are offered directly by officers and directors of the Company on the terms and conditions set forth in
this Memorandum. Shares may also be offered by FINRA brokers and dealers. The Company is offering the
Shares on a “best efforts” basis. The Company will use its best efforts to sell the Shares to investors. There can
be no assurance that all or any of the Shares offered will be sold.
Escrow of Subscription Funds

Commencing on the date of this Memorandum all funds received by the Company in full payment of
subscriptions for Shares will be deposited in an escrow account. The Company has set a minimum offering
proceeds figure of $1,000,000 for this Offering. The Company has established an Investment Holding Account
with Citibank (member FDIC), into which the minimum offering proceeds will be placed. At least 1,000,000
Shares must be sold for $1,000,000 before such proceeds will be released from the escrow account and utilized
by the Company. After the minimum number of Shares are sold, all subsequent proceeds from the sale of Shares
will be delivered directly to the Company and be available for its use. Subscriptions for Shares are subject to
rejection by the Company at any time.
How to Subscribe for Shares
A purchaser of Shares must complete, date, execute, and deliver to the Company the following documents, as
applicable, all of which are included in Part E:
1. An Investor Suitability Questionnaire;

2. An original signed copy of the appropriate Subscription Agreement; and
3. A check payable to “Pisces Beverage Corp” in the amount of $1.00 per Share for each Share purchased as
called for in the Subscription Agreement (minimum purchase 50,000 Shares or $50,000).
Purchasers of Shares will receive an Investor Subscription Package containing an Investor Suitability
Questionnaire and two copies of the Subscription Agreement.
Subscriber may not withdraw subscriptions that are tendered to the Company (Florida and Pennsylvania
Residents See NASAA Legend in the front of this Memorandum for important information).
Additional Information
Each prospective investor may ask questions and receive answers concerning the terms and conditions of this
offering and obtain any additional information which the Company possesses, or can acquire without
unreasonable effort or expense, to verify the accuracy of the information provided in this Memorandum. The
principal executive offices of the Company are located at 55 Railroad Avenue, Garnerville, NY 10923, and the
Company Telephone Number is (845)-942-8550, and company fax number is (845)-271-4416.
ERISA CONSIDERATIONS
General
When deciding whether to invest a portion of the assets of a qualified profit-sharing, pension or other retirement
trust in the Company, a fiduciary should consider whether: (i) the investment is in accordance with the
documents governing the particular plan; (ii) the investment satisfies the diversification requirements of Section
404(a)(1)(c) of Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and (iii) the
investment is prudent and in the exclusive interest of participants and beneficiaries of the plan.
Plan Assets
Under ERISA, whether the assets of the Company are considered "plan assets" is also critical. ERISA generally
requires that "plan assets" be held in trust and that the trustee or a duly authorized Manager have exclusive
authority and discretion to manage and control the assets.
ERISA also imposes certain duties on persons who are "fiduciaries" of employee benefit plans and prohibits
certain transactions between such plans and parties in interest (including fiduciaries) with respect to the assets of
such plans. Under ERISA and the Code, "fiduciaries" with respect to a plan include persons who: (i) have any
power of control, management or disposition over the funds or other property of the plan; (ii) actually provide
investment advice for a fee; or (iii) have discretion with regard to plan administration. If the underlying assets of
the Company are considered to be "plan assets," then the Manager(s) of the Company could be considered a
fiduciary with respect to an investing employee benefit plan, and various transactions between Management or
any affiliate and the Company, such as the payment of fees to Managers, might result in prohibited transactions.
A regulation adopted by the Department of Labor generally defines plan assets as not to include the underlying
assets of the issuer of the securities held by a plan. However, where a plan acquires an equity interest in an entity
that is neither a publicly offered security nor a security issued by certain registered investment companies, the
plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the
entity unless: (i) the entity is an operating company or; (ii) equity participation in the entity by benefit plan
investors (as defined in the regulations) is not significant (i.e., less than twenty-five percent (25%) of any class of
equity interests in the entity is held by benefit plan investors).
Benefit plan investors are not expected to acquire twenty-five percent (25%) or more of the Units offered by the
Company. Management of the Company intends to preclude significant investment in the Company by such
plans. Employee benefit plans (including IRAs), however, are urged to consult with their legal advisors before
subscribing for the purchase of Units to ensure the investment is acceptable under ERISA regulations.
Ph: (845)-942-8550
Fax: (845)-271-8788
email: info@meokovodka.com
The Me Oko Story
Each day, Miyoko Yamakawa joins her husband, Jiro, at their distillery at the Garnerville Arts and
Industrial Center in Rockland County, NY. This is where they lovingly handcraft their award-
winning Me-Oko flavored vodkas from fresh, all natural products—ginger, strawberry, apple,
watermelon, lemon-lime, and jalapeno. Miyoko welcomes each day as another step in realizing her
dream. Her intention is to share her joy and sense of well being with the world. Her sense of
fulfillment encompasses the idea of a better life for all God’s creatures. The essence of purity and
flavor of Me-Oko handcrafted products clearly reflect the integrity and goals of her philosophy of
life-changing and renewal---metamorphosis. Hence, the family’s logo and symbol, the butterfly. The
story begins years ago in Japan when a hard-working and strong-minded eighteen year old woman
set out on a quest to realize her dream of becoming a singer. Over the next several years Miyoko
owned two successful jazz and rock cafes. But her dream was not yet realized, so she took the
advice of a friend who suggested that she journey to New York where anything is possible, if you
are strong enough.”In Manhattan, Miyoko met and married Jiro, a successful traditional Japanese
chef. From there they decided to relocate to New City, NY where they owned and operated a very
popular Japanese restaurant, Maiko II. When they started featuring jazz performances on the
weekends, Jiro encouraged Miyoko to re-connect with her dream of singing. Which she did; and
eventually recorded her own CDs with some of the top jazz musicians who performed at Maiko II.
But Miyoko was not the only one with a dream. For most of his life, Jiro had been experimenting
with flavored drinks from natural products. The restaurant was the perfect place to serve his
delectable homemade strawberry drink to customers. The response was tremendous and the
patrons could not get enough of the delicious nectar, and begged to buy it. Since this was not an
option, it continued to be offered as a complimentary beverage. Then a loyal customer offered to
invest if Miyoko and Jiro ever decided to seriously bottle their product. This kind of support and
encouragement inspired them to embark on a new enterprise. In 2006, after twenty years, they sold
the restaurant, found an ideal location in Garnerville, NY and founded their artisanal distillery---
setting up stainless steel vats and all the other accoutrements for producing handcrafted flavored
vodkas---and expanding from the original strawberry to five more flavors. Miyoko and Jiro’s joy and
commitment to quality is immediately clear to everyone who has tasted the wonderfully delicious,
and pure flavors of Me-Oko hand crafted flavored vodkas. Miyoko and Jiro’s joy and commitment
to quality immediately clear to everyone who has tasted the wonderfully delicious, and pure flavors
of Me-Oko hand crafted flavored vodkas.
Our Philosophy
Our philosophy is “All Natural – Always”! Me Oko is the first serious, hand-crafted vodka that can
truly be described as a flavor sensation. Created by masters of ‘natural flavor infusion’, Me Oko is
the first naturally flavored vodka made in America for American tastes. Richly accented natural
infusions of strawberry, lemon-lime, apple, watermelon, ginger, and japeleno make Me Oko vodkas
the most approachable and taste ever introduced here. One sip will alert you palate to something
ultra-refined and truly different. Me Oko is what those of us who love big natural flavors have been
hoping form, a super-refined, multi-distilled vodka with very forward flavor notes and a long finish.
Chosen for natural sweetness, and its gluten-free base, Me Oko is a corn-based spirit. Me Oko is a
rare treat. One sip and you’ll know what Natural tastes like.
Our Passion
Our passion is bringing what started in the restaurant business for our local patrons, and expanding
our products and ideals to others. Our “WOW WHAT IS THAT” factor to as many people as we
can. Founders Miyoko and Jiro Yamakawa can still be found on a daily basis doings tastings at
liquor stores, bars, and restaurants around New York, sharing a taste of their finely crafted product
with both old and new lovers of Me Oko Vodka. That first time someone takes a taste of vodka,
and we see the look of delight, it brings a joy to us as well, knowing we have shared an experience
we enjoy with you. Okay, and we do also truly enjoy the look of shock and confusion when asked
“what flavor is that” and we get to respond.
Our Vision
Our vision for Me Oko Vodka All Natural Fruit Infused beverages is simple, create a product that is
all natural, in every way. The process of creating alcohol is in and of itself a naturally occurring
process, and so is the growing and farming of fruit and vegetables. While we don’t knock it, we just
wonder why anybody would drink something other than what is actually as close to the natural
products as possible? Yes, we do know that high-fructose corn syrup is just highly concentrated
versions of the naturally occurring pulp, but our vision is to stay out of that ongoing debate, and
actually just make a product that looks and tastes and smells like the real farm grown product
blended with alcohol; because at Me Oko Vodka, it actually is.
Me Oko: The Most Delicious Flavored Vodka Ever?

Have you tasted it yet?
If you haven’t tried it yet, you’ll probably want to after you’ve read this. What’s new about it? Just
about everything. First, every one of its six flavors is kosher. That’s unique for vodka. With Stoli,
Absolut, Smirnoff, etc., not all their flavors are. What a relief not to have to pore over the labels
wondering which is and which isn’t. Then there’s the remarkable fact that it’s also - believe it or not –
Japanese. Yes, really. And it’s made in New York State. And it’s all 100% natural – a feat that has
never been achieved before with flavored vodka. And because of this, its flavors are unbelievably
intense and real. Intrigued? What’s going on here? Well, where do we start? This is a long story with
a beginning in Garnerville, NY, and an ending that may well be at your own kosher table And it’s the
kind of story we like to hear. Two young people with a dream – a Japanese couple in this case -
arrive in America and by hard work and singular skills, not only make a success, but also add
something quite wonderful to the world. The wife, a go-getter, energetic, charismatic (a jazz singer,
no less) is clearly a born entrepreneur. The husband, quiet, creative and a professional gourmet chef,
also happens to be a master of the rare art of ‘natural flavor infusion’. Boom! Me Oko 100%
naturally flavored vodka. Well, it didn’t happen quite that easily. But let’s not spoil a story. Me Oko is
here and it’s amazing. What everybody who has tasted Me Oko always asks is how can these flavors
taste so intensely real, so unlike the usual flavors we are offered? The answer is simply that they’re
100% natural. Period. Obviously, the infusion process is a precious secret, but basically the
difference is that Me Oko makes all the flavors from scratch. They literally go out and find the best
prime strawberries, ginger, watermelons, apples, jalapeños, lemons and limes available anywhere.
And their secret ingredient? Nothing. Nothing whatever. No chemicals, no flavor essences, no
nothin’. So, from that basis of absolute purity, making it kosher under the usual strict supervision
was a small step. But why would two Japanese people want to make it kosher? The answer is simply
the happy accident of where they landed. New York! In Manhattan most of their new friends were
Jewish, and in upstate Garnerville, where they finally settled and began their business, their extended
family and colleagues were, too. All that welcoming and encouragement and support made them feel
pretty much like family. And their natural obsession with purity made kosher certification a genuine
matter of pride.
It’s that simple. And it’s that lucky for us all. Imagine. Some of the most delicious spirits ever
distilled are kosher! Obviously the appeal of Me Oko will be to all sections of the public once the
news gets out and they start to produce enough. But for a big national brand to start out kosher is
unique. Maybe we should feel a little proud of that. And since just about everybody loves strawberry,
watermelon, apple or lime-lemon flavors, you can keep these in your home, safe in the knowledge
that you will be a big hit with even the most picky visitor when you serve it. But Me Oko also comes
in Ginger and jalapeño. Two very sophisticated flavors indeed. And both are really popular, too. The
ginger is very mild and subtle but with a clean, refreshing feel that is creating quite a following, and
jalapeño, far from being some fiery liquid, is also very subtle, with a crisp little snap to it. Clearly, Me
Oko sees itself as an elegant alternative to the usual kosher fare, and that will be very welcome news,
especially when the season of entertaining at home comes around. Which brings us to Passover. It’s
been a long time since we could offer something new and interesting to our extended families and
friends, especially when it comes in so many flavors that a mixed case will appeal to just about
everybody. For Passover, Me Oko is gearing up for the highest possible certification and already
wondering if there will be enough to go around, as distributors start to put in their big orders.
Fortunately for us, Me Oko is still a local phenomenon and is not yet sold nationally. But that won’t
last long. Interest is growing fast as more people taste this delicious, all-natural newcomer. Maybe a
quick trip to their website is in order, to see where you can buy Me Oko, to make sure of having
some in store for those big occasions - or even for a quiet drink at home, just to see what the fuss is
about. Japanese. Kosher. New York. Vodka. Those words don’t really go together, do they? How
unique can you get? You may smile. But sometimes somebody just comes along and shows us all
how wrong we are to make assumptions. So if you still think that a truly delicious Japanese 100%
natural kosher vodka just sounds wrong, all we can say is… have you tasted it yet?
The Problem
Throughout the vodka alcohol business there are many varieties of vodka but not one company has
an All Natural Flavored Kosher Certified Jalapeño Flavored Vodka. Chili’s whose parent company is
Brinkers International has yet to solve this problem. The problem being the All Natural Flavored
Kosher Certified Jalapeño Flavored Vodka not being a product of the Chili’s restaurant chain. To
fix this be sure to read “Our Solution” down bellow. It would also be a problem if another chain of
restaurants came up with a Jalapeño Flavored Vodka and signature drink and Chili’s did not have
one. Chili’s being able to serve an All Natural Flavored Kosher Certified Jalapeño Flavored Vodka
would not only boost the Chili’s alcoholic beverage sales but you as a food chain and company being
able to be the only company and Chili’s food chain distributing an All Natural Flavored Kosher
Certified Jalapeño Flavored Vodka.
Our Solution
Since our company otherwise known as the Pisces Beverage Corp. produces the only commercially
produced All Natural Flavored Kosher Certified Jalapeño Flavored Vodka. Since our company is
small enough but large enough to make an All Natural Flavored Kosher Certified Jalapeño Flavored
Vodka for un-premises distribution exclusively. The benefit of all of this is that aside from the
Pisces Beverage Corp. being able to commercially produce All Natural Flavored Kosher Certified
Jalapeño Flavored Vodka and exclusively distribute it is that Chili’s would be the only company
serving an All Natural Flavored Kosher Certified Jalapeño Flavored Vodka beverage. The Pisces
Beverage Corp. owned All Natural Flavored Kosher Certified Jalapeño Flavored Vodka alcoholic
beverage could corner a new market statement trend.
The Setup
Our corparation Pisces Beverage Corp. is a C corporation. Pisces Beverage Corp was initially
incorporated with its corporate charter in the State of New York in 2007. In order to expand our
vision of the product as well as to keep up with the expanding operations of the company, we have
recently filed a conversion moving the corporate charter to the State of Delaware and are embarking
upon a private sale of shares. We have enlisted the brokerage services of Morgan Stanley Smith
Barney, and will look forward to the day our company decides upon a listing date. Pisces Beverage
Corp. is raising 25,000,000 throiugh a private sale of securities listing on the OTCBB. Pisces
Beverage Corp. is a well-sustained corporation that will be raising significant capital in the near
future. This will be by expanding of our production capacity, expanding our foothold within
various key states, and ensuring visibility that will bring the confidence from investors to truly make
this a “sound-investment.” Pisces Beverage Corp is by nature a minorety women owned buisness
enterprise and seeking qualification and certification to that claim. All of this revolves around our
entire company but mainly on our All Natural Flavored Kosher Certified Jalapeño Flavored Vodka
that is only produced and distributed legally by The Pisces Beverage Corp.
The Opportunity
The All Natural Flavored Kosher Certified Jalapeño Flavored Vodka beverage is the only
commercially available Jalapeño Flavored Vodka product. The Pisces Beverage Corp. will work with
our professional mixologists to produce series of signature drinks that would be proposed as
beverage menu inclusions. Chefs could also use the All Natural Flavored Kosher Certified Jalapeño
Flavored Vodka inside of the food to give an all natural spice that reflects Chili’s name. The Pisces
Beverage Corp. would offer ump remised exclusivity for a period of one year. This would allow for
each of the chain in the chili restaurant to carry and serve All Natural Flavored Kosher Certified
Jalapeño Flavored Vodka. Furthermore our benefit is that anybody who would be looking for
JalapenoVodka.com and ChiliVodka.com will be linked to the Chili’s website. JalapenoVodka.com
and ChiliVodka.com are domain names registered by Pisces Beverage Corp. the popularity that
Chili’s restaurants give to our All Natural Flavored Kosher Certified Jalapeño Flavored Vodka or
our All Natural Flavored Kosher Certified Chili Flavored Vodka could transfer as a domain name.
The Funding
The Company is offering up to 25,000 Shares of Common Stock at a price of $1.00 per Share,
$0.001 par value. Upon completion of the Offering between 75,000,000 and 100,000,000 shares will
be outstanding. Each purchaser must execute a Subscription Agreement making certain
representations and warranties to the Company, including such purchaser’s qualifications as an
Accredited Investor as defined by the Securities and Exchange Commission in Rule 506 of
Regulation D promulgated, or one of 35 Non-Accredited Investors that may be allowed to purchase
Shares in this offering. Please refer to Requirements for Purchasers. The Company intends to retain
any initial future earnings to fund operations and expand the Company’s business. A holder of
common stock will be entitled to receive dividends only when, as, and if declared by the Board of
Directors out of funds legally available. The Company’s Board of Directors will determine future
dividend policy based upon the Company’s results of operations, financial condition, capital
requirements, and other circumstances. It is the Company’s goal to market its line of products by
using investments in Pisces Beverage Corporation to grow the Me Oko Brand as well as carry out
the development of further lines of alcoholic beverage product as well as importation and selection
of territorial rights for other brands the company may wish to acquire rights to.
The Company
At the present time, three individuals are actively involved in the management of the Company, and
the company is one of only 560 distilleries nationwide:
• Miyoko Yamakawa, President

• Jiro Yamakawa, Vice President
• Mark Anthony Grishaj, Chairman of the Board
Miyoko Yamakawa came to the United States at the age of 27 from Osaka, Japan. Miyoko is a
renowned singer of traditional Japanese music. She started the company in 2007 with her husband
Jiro after a long and successful career as a nightclub owner and restaurateur. Jiro Yamakawa was also
born in Japan and immigrated to the United States having been a chef working in the restaurants
that he and wife Miyoko Yamakawa both owned. Jiro is a keeper of a centuries-old Japanese family
distillation of alcohol secret, and he and Miyoko hold the patent for creation of all natural flavored
alcohol. As a master distiller, he used his special infusion techniques to apply to the formation of a
flavored vodka company with his wife at the help due to her unique and shrewd business sense.
There is currently no accrued compensation that is due any member of management. No directors
who are members of Management will receive any director’s fees. Incorporated as an S-Corporation
under the laws of New York in 2007, the Company’s majority shareholders are Mrs. Miyoko
Yamakawa and Mr. Jiro Yamakawa. In August 2010, the company has moved its corporate charter to
the State of Delaware, qualifying to do business in the State of New York at its present location.
Proposal
Pisces Beverage Corp. has devoted a whole lot of time and effort into producing the All Natural
Flavored Kosher Certified Jalapeño Flavored Vodka. We are proposing that Chili’s restaurants
engages with PISCES BEVERAGE CORP as a supplier, and engage in a case deal of minimum
250-500 cases initial order, and a 50+ cases monthly thereafter, for two years. PISCES
BEVERAGE CORP is further interested in discussing the possibility of creating our Jalapeno
Flavored Vodka specifically and exclusively under new label for the Chili’s restaurant chain, would
would make Chili’s the only restaurant chain to carry a Jalapeno or Chili flavored Vodka, and the
only one carried under it’s own name. This flavor, coupled with a pre-configured and tested drink
menu by our mixologists, on a Chili’s Restaurant Exclusive Label would allow chili’s restaurant the
ability to advertise its very own exclusive Jalapeno Margarita or other type of cocktail, which will
draw in the curious consumer who has never been to a chili’s restaurant but is curious what a
Jalapeno Margarita tastes like. If a private label option exists, then PISCES BEVERAGE CORP
will work on halting it’s production of Me Oko Jalapeno Vodka during two year maximum
exclusivity. For this particular option, PISCES BEVERAGE CORP would enlist Brinker
International as a premium vendor and we would work with Brinker Supplier relations department
and Southern Wine and Spirits (whom we know to be your exclusive distributor) to work on an
agreeable F.O.B. pricing and a minimum case order requirement to begin to have the private label
Jalapeno Flavored Vodka done for your company portfolio. If a private label with a two year
exclusivity is an option for you, then this can be made more cost effective for Brinker International.
WBENC
The Women's Business Enterprise National Council (WBENC), founded in 1997, is the largest
third-party certifier of businesses owned controlled, and operated by women in the United States.
WBENC, a national 501(c)(3) non-profit, partners with 14 Regional Partner Organizations to
provide its national standard of certification to women-owned businesses throughout the country.
WBENC is also the nation's leading advocate of women-owned businesses as suppliers to America's
corporations. PISCES BEVERAGE CORP is in the process of certifying Miyoko Yamakawa
through WBENC and have the certain goals and the ability to support not only the demand for
product to Chili’s 1000+ chains, and we thank WBENC and the Women Presidents Organization
and the Women Presidents National Council for working to assist PISCES BEVERAGE CORP in
helping it grow through their dealings with the Brinker International supplier diversity programs.
FOB PRICE LIST - Me Oko Flavored Vodka.
Me Oko Natural flavored vodka is first all natural, hand-crafted vodka that has been described as
a flavor sensation. These natural infused flavored vodkas come in 6 distinct flavors ; Strawberry
( winner of NY spirits award “ best in class “ 2009 ) Jalapeno ( Rated 87 points - silver metal and
“ highly recommended “ by the Beverage Testing Institute ), Ginger ( Rated 87 points - silver
metal and “ highly recommended “ by the Beverage Testing Institute) , Watermelon , Lemon-
Lime , and Apple. All are Corn Based, Gluten Free, and Certified Kosher.
Suggested retail price $19.99 - $22.99.
Me Oko Strawberry 750 ML 60 PF Carton Size

Me Oko Ginger 750 ML 60 PF
Me Oko Jalapeno 750 ML 80 PF H 12 x 1/4 ʻ
Me Oko Watermelon 750 ML 80 PF W 9 x 1/2
Me Oko Apple 750 ML 80 PF L 12 x 1/2
Me Oko Lemon & Lime 750 ML 80 PF
35 Lbs / Case
Pricing for all flavored 12 Bottles per Carton
Assortment
2 bottles of Strawberry
$10.75 / BT 2 bottles of Apple
$129.00 / Case 2 bottles of Watermelon
$8256.00 / Pallet 2 bottles of Ginger
2 bottles of Lemon & Lime
Minimum Order 1 Pallet (64 cases per pallet) 2 bottles of Jalapeno
PISCES BEVERAGE CORP.

Shipping ; 55 West Rail Road Avenue , 3-B
Garnerville NY 10923
Mailing ; PO BOX 159 Garnerville NY 10923
Phone : (845) 942 - 8550

Fax : (845) 271 - 4416
web address : www.meokovodka.com
www.me-oko.com

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1 0 0% NATURAL INFUSED VODKA

To Whom it may Concern:

Mark Anthony Grishaj

Pisces Beverage Corp.

Sale Price Selling Commissions (1) Proceeds To Company (2)

Pisces Beverage Corp.

SEE “PART B - BUSINESS PLAN.”

Requirements for Purchasers

General Suitability Standards

(c)Any private business development company as defined in Section 202(a)(22) of the

Forward Looking Information

Development Stage Business

Risks Associated with Expansion

General Economic Conditions

Trend in Consumer Preferences and Spending; Possible Fluctuations in Operating Results

Unanticipated Obstacles to Execution of the Business Plan

Management Discretion as to Use of Proceeds

No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

Limited Transferability and Liquidity

Broker - Dealer Sales of Shares

Long Term Nature of Investment

No Current Market For Shares

Compliance with Securities Laws

Lack of Firm Underwriter

Projections: Forward Looking Information

Total Offering Expenses & Fees $2,542,581 10.17% $142,581 14.25%

Net Offering Proceeds $22,457,419 89.83% $857,419 85.74%

Marketing $785,000 3.49% $54,300 6.33%

Total Application of Proceeds $22,457,419 100% $857,419 100%

• Miyoko Yamakawa, President

Mark Anthony Grishaj:

• Miyoko Yamakawa, President:

Mrs. Miyoko Yamakawa, Mr. Jiro Yamakawa

Stock Option Agreements

Transfer Agent and Registrar

Escrow of Subscription Funds

1. An Investor Suitability Questionnaire;

Me Oko: The Most Delicious Flavored Vodka Ever?

• Miyoko Yamakawa, President

Suggested retail price $19.99 - $22.99.

Me Oko Strawberry 750 ML 60 PF Carton Size

PISCES BEVERAGE CORP.

Mailing ; PO BOX 159 Garnerville NY 10923

Phone : (845) 942 - 8550

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