Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 7*
Under the Securities Exchange Act of 1934

CLEARLY CANADIAN BEVERAGE CORPORATION

(Name of Issuer)

COMMON SHARES
(Title of Class of Securities)

184901 30 4
(CUSIP Number)

Timothy M. Woodland
Cairncross & Hempelmann, P.S.
524 Second Avenue, Suite 500
Seattle, WA 98104
(206) 254-4424
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 21, 2007
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		184901 30 4	Schedule 13D/A	Page		2		of		10


1	NAMES OF REPORTING PERSONS BG CAPITAL GROUP LTD.
	I.R.S. Identification Nos. of above persons (entities only).


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	BAHAMAS

		7	SOLE VOTING POWER

NUMBER OF			40,960,124

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,913,777

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	40,960,124

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	66.95%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Notes:

(1) See Item 5 below for a discussion of the calculations of beneficial ownership.


CUSIP No.		184901 30 4	Schedule 13D/A	Page		3		of		10


1	NAMES OF REPORTING PERSONS ROBERT GENOVESE
	I.R.S. Identification Nos. of above persons (entities only).


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC (BG Capital)

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	CANADA

		7	SOLE VOTING POWER

NUMBER OF			40,960,124

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,913,777

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	40,960,124

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	66.95%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Notes:

(1) These are the same securities being reported by BG Capital Group Ltd. (“BG Capital”) as a Reporting Person hereunder. Mr. Genovese is
the sole stockholder of BG Capital and has sole voting and dispositive power over shares of common stock owned by BG Capital.

(2) See Item 5 below for a discussion of the calculations of beneficial ownership.


CUSIP No.		184901 30 4	Schedule 13D/A	Page		4		of		10

TABLE OF CONTENTS


	ITEM 1. SECURITY AND ISSUER
	ITEM 2. IDENTITY AND BACKGROUND
	ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 4. PURPOSE OF TRANSACTION
	ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
	ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	ITEM 7. MATERIAL FILED AS EXHIBITS
SIGNATURE

EXPLANATORY NOTE

This Amendment No. 7 on Schedule 13D/A amends the statement on Schedule 13D filed on May 24, 2005, as amended by the statement on Schedule 13D/A (Amendment No. 1) filed on December 29, 2005, as further amended by the statement on Schedule 13D/A (Amendment No. 2) filed on July 21, 2006, as further amended by the statement on Schedule 13D/A (Amendment No. 3) filed on October 6, 2006, as further amended by the statement on Schedule 13D/A (Amendment No. 4) filed on January 31, 2007, as further amended by the statement on Schedule 13D/A (Amendment No. 5) filed on April 11, 2007, and as further amended by the statement on Schedule 13D/A (Amendment No. 6) filed on July 13, 2007 (“Schedule 13D”) by BG Capital Group Ltd., a Bahamas corporation (“BG Capital”) and Robert Genovese (“Genovese” and together with BG Capital, the “Reporting Persons”) pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended.

This Amendment No. 7 is being filed to report recent purchases and sales of common shares in open market transactions, and to correct the beneficial ownership of common shares over which the Reporting Persons have voting power.

ITEM 1. SECURITY AND ISSUER.

The statement relates to common shares without par value in the capital of Clearly Canadian Beverage Corporation, a British Columbia company (the “Issuer”). The principal executive offices of the Issuer are located at 2267 West 10^th Avenue, Vancouver, British Columbia, Canada V6K 2J1.

ITEM 2. IDENTITY AND BACKGROUND.

A.		Name of Persons filing this Statement:

		This statement is filed by BG Capital Group Ltd. and Robert Genovese.

B.		Residence or Business Address:


BG Capital Group Ltd.		Robert Genovese
Slot #2000 A.P. 59223		c/o BG Capital Group Ltd.
Nassau, The Bahamas		Slot #2000 A.P. 59223
		Nassau, The Bahamas

C.		Present Principal Occupation and Employment:

		BG Capital is a merchant bank that specializes in investments in small to mid-size growth companies.

		Mr. Genovese’s principal occupation is as a private investor. Mr. Genovese is the sole stockholder of BG Capital and has sole voting and dispositive power over shares of common stock owned by BG Capital.

D.		Criminal Proceedings:

		Neither Reporting Person has been convicted in any criminal proceeding during the last five years.

E.		Civil Proceedings:

		Neither Reporting Person has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

F.		Citizenship:


CUSIP No.		184901 30 4	Schedule 13D/A	Page		5		of		10

BG Capital is a Bahamian corporation. Mr. Genovese is a Canadian citizen who is a resident in The Bahamas.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Between June 26, 2007 and September 21, 2007, BG Capital a) bought a total of 2,024,556 shares of common stock in multiple open market transactions at a total cost of $5,463,860 and b) sold a total of 1,392,267 shares of common stock in multiple open market and private transactions for total gross proceeds of $3,730,020.

BG Capital paid the purchase price with respect to its purchase of 2,024,556 shares of common stock from its working capital.

ITEM 4. PURPOSE OF TRANSACTION.

The sales of the Issuer’s common shares described in Item 3 were made for investment purposes.

The Reporting Persons may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties in accordance with any applicable securities laws and regulations, subject to and depending upon prevailing market conditions for the Issuer’s common shares.

There has been no change to the information previously reported on Item 4 of the Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

A.		Beneficial Ownership

		Beneficial ownership of common shares of the Issuer by the Reporting Persons is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Under Rule 13d-3, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option, warrant or conversion right) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. Accordingly, as of September 21, 2007, the Reporting Persons are deemed to beneficially own:

	(a)		721,486 common shares held by BG Capital;

	(b)		2,460,000 common shares, which are not currently outstanding but are issuable upon conversion of the 600,000 Class B Preferred shares held by BG Capital;

	(c)		1,600,000 Variable Multiple Voting Shares, of which 1,120,000 shares are issued and outstanding and an additional 480,000 shares that are issuable upon conversion of the 600,000 Class B Preferred shares held by BG Capital. The 1,600,000 Variable Multiple Voting Shares, when issued, currently (as of September 21, 2007) have aggregate voting rights equivalent to 33,646,347 common shares (as described below);

	(d)		4,000,000 common shares, which are not currently outstanding but are issuable upon exercise of the Series “A” Warrants held by BG Capital; and

	(e)		132,291 common shares, which are not currently outstanding but are issuable upon exercise of finder’s fee warrants held by BG Capital.

Based on 20,943,758 shares of Issuer common stock issued and outstanding as of September 21, 2007, and pursuant to SEC Rule 13d-3, the Reporting Persons are deemed to beneficially own approximately 66.95% of the Issuer common stock.


CUSIP No.		184901 30 4	Schedule 13D/A	Page		6		of		10

The Variable Multiple Voting Shares issuable upon conversion of the Class B Preferred shares, when issued, have special voting rights, as approved by the Issuer’s shareholders at the July 20, 2006 annual general meeting. As of September 21, 2007, the total 1,600,000 Variable Multiple Voting Shares would have voting rights equivalent to a total of 33,646,347 common shares. The formula for calculating the voting rights for the Variable Multiple Voting Share is set forth below:


V	=	LVS x 10
		CS

where:


V	=	The number of votes attaching to each issued Variable Multiple Voting Share.

LVS	=	The number of issued Limited Voting Shares (common shares), other than the Limited Voting Shares issued from time to time on conversion of the Issuer’s issued and outstanding Class B Preferred shares.

CS	=	7,229,912 (which represents the number of issued common shares as at March 16, 2006, as may be adjusted for any subdivision or consolidation of the Limited Voting Shares)

B.		Power to Vote and Dispose.

		The Reporting Persons have the sole power to vote and direct the disposition of the shares of the Issuer held by the Reporting Persons as disclosed in Item 5.A.

		(a) Power to Vote: As a result of the voting rights associated with the Variable Multiple Voting Shares, which are issuable upon conversion of the Class B Preferred shares, the Reporting Persons are deemed to have voting power over 40,960,124 shares.

		(b) Power to Dispose: The Reporting Persons are deemed to have dispositive power over 8,913,777 shares.

C.		Transactions Within the Past 60 Days.

		The following table sets forth all open market and private transactions in Issuer common stock within the past 87 days (since June 26, 2007) by the Reporting Persons.


			$ per
Date	# Bought		share		Total cost		# Sold	$ per Share	Proceeds
6/28/2007		44,300		2.797		123,907.10				—
6/27/2007		2,962		2.780		8,234.36				—
6/27/2007		20,000		2.750		55,000.00				—
6/27/2007		7,000		2.740		19,180.00				—
6/28/2007		15,000		2.800		42,000.00				—
6/28/2007		500		2.750		1,375.00				—
6/28/2007		1,000		2.800		2,800.00				—
6/27/2007		500		2.790		1,395.00				—
6/27/2007		9,500		2.800		26,600.00				—
6/29/2007		9,600		2.777		26,659.20				—
7/2/2007		11,000		2.764		30,404.00				—
7/3/2007		27,350		2.766		75,650.10				—
6/29/2007		19,367		2.770		53,646.59				—
7/5/2007		40,000		2.777		111,080.00				—
7/5/2007		1,000		2.780		2,780.00				—
7/5/2007		9,000		2.790		25,110.00				—
7/5/2007		25,000		2.780		69,500.00				—
7/5/2007		127,000		2.785		353,695.00				—


CUSIP No.		184901 30 4	Schedule 13D/A	Page		7		of		10


			$ per
Date	# Bought		share		Total cost		# Sold		$ per Share		Proceeds
7/9/2007		45,000		2.806		126,270.00						—
7/6/2007		25,000		2.800		70,000.00						—
7/9/2007		500		2.840		1,420.00						—
7/9/2007		5,833		2.850		16,624.05						—
7/9/2007		15,000		2.860		42,900.00						—
7/9/2007		625		2.870		1,793.75						—
7/6/2007		25,000		2.800		70,000.00						—
7/10/2007		37,500		2.900		108,750.00						—
7/9/2007		53,225		2.858		152,117.05						—
7/10/2007		61,500		2.905		178,657.50						—
7/10/2007						—		553,100		2.898		1,602,883.80
7/12/2007						—		13,000		2.900		37,700.00
7/11/2007		12,500		2.900		36,250.00						—
7/13/2007		135,300		2.923		395,481.90						—
7/13/2007						—		20,000		2.935		58,700.00
7/13/2007		10,000		2.910		29,100.00						—
7/13/2007		15,000		2.920		43,800.00						—
7/13/2007		3,500		2.920		10,220.00						—
7/13/2007		400		2.930		1,172.00						—
7/13/2007		21,100		2.950		62,245.00						—
7/13/2007		10,500		2.950		30,975.00						—
7/16/2007						—		42,962		2.889		124,117.22
7/18/2007						—		10,000		2.800		28,000.00
7/18/2007		15,000		2.757		41,355.00						—
7/19/2007						—		16,000		2.800		44,800.00
7/20/2007						—		10,000		2.812		28,120.00
7/23/2007						—		20,000		2.845		56,900.00
7/24/2007						—		10,500		2.890		30,345.00
7/25/2007						—		7,000		2.830		19,810.00
7/26/2007						—		4,300		2.750		11,825.00
7/27/2007		2,500		2.713		6,782.50				2.713		—
7/27/2007						—		3,500		2.710		9,485.00
7/27/2007		15,000		2.700		40,500.00				2.700		—
7/17/2007		21,800		2.750		59,950.00				2.750		—
7/31/2007						—		19,100		2.748		52,486.80
8/7/2007		15,000		2.690		40,350.00						—
8/7/2007						—		5,000		2.720		13,600.00
8/7/2007		5,000		2.700		13,500.00						—
8/7/2007		10,000		2.700		27,000.00						—
8/3/2007						—		60,000		2.740		164,400.00
8/9/2007		51,000		2.672		136,272.00						—
8/8/2007		25,000		2.660		66,500.00						—
8/8/2007		20,000		2.660		53,200.00						—
8/8/2007		26,833		2.670		71,644.11						—
8/8/2007		15,000		2.680		40,200.00						—
8/9/2007		5		2.680		13.40						—
8/9/2007		9,995		2.700		26,986.50						—
8/9/2007		17,584		2.700		47,476.80						—
8/9/2007		500		2.720		1,360.00						—
8/9/2007		500		2.720		1,360.00						—
8/9/2007		10,600		2.710		28,726.00						—


CUSIP No.		184901 30 4	Schedule 13D/A	Page		8		of		10


			$ per
Date	# Bought		share		Total cost		# Sold		$ per Share		Proceeds
8/10/2007		31,200		2.725		85,020.00						—
8/10/2007						—		5,000		2.720		13,600.00
8/10/2007		25,000		2.710		67,750.00						—
8/10/2007		7,000		2.710		18,970.00						—
8/10/2007		9,000		2.720		24,480.00						—
8/10/2007		500		2.730		1,365.00						—
8/13/2007						—		45,000		2.740		123,300.00
8/13/2007		17,000		2.720		46,240.00						—
8/13/2007		15,000		2.720		40,800.00						—
8/13/2007		41,600		2.726		113,401.60						—
8/16/2007		25,000		2.730		68,250.00						—
8/16/2007		25,000		2.730		68,250.00						—
8/16/2007						—						—
8/16/2007		7,000		2.610		18,270.00						—
8/16/2007		50,000		2.500		125,000.00						—
8/16/2007		3,500		2.490		8,715.00						—
8/16/2007		6,500		2.500		16,250.00						—
8/16/2007		25,000		2.500		62,500.00						—
8/15/2007		4,500		2.720		12,240.00						—
8/15/2007		3,750		2.730		10,237.50						—
8/15/2007		31,000		2.740		84,940.00						—
8/15/2007		500		2.750		1,375.00						—
8/14/2007		63,200		2.725		172,220.00						—
8/14/2007						—		8,500		2.730		23,205.00
8/15/2007		35,700		2.741		97,853.70						—
8/16/2007						—		500		2.740		1,370.00
8/17/2007		600		2.530		1,518.00						—
8/17/2007		1,000		2.558		2,558.00						—
8/20/2007		6,100		2.471		15,073.10						—
8/21/2007		1,100		2.500		2,750.00						—
8/22/2007		2,000		2.410		4,820.00						—
8/20/2007						—		2,700		2.520		6,804.00
8/20/2007						—		15,000		2.510		37,650.00
8/23/2007		1,700		2.415		4,105.50						—
8/24/2007		700		2.430		1,701.00						—
8/24/2007		4,000		2.379		9,516.00						—
8/24/2007						—		4,000		2.430		9,720.00
8/27/2007		9,300		2.496		23,212.80						—
8/23/2007						—		25,000		2.430		60,750.00
8/23/2007						—		8,900		2.429		21,618.10
8/24/2007						—		15,000		2.410		36,150.00
8/24/2007						—		12,350		2.440		30,134.00
8/28/2007		147,800		2.426		358,562.80						—
8/28/2007						—		175,000		2.438		426,650.00
8/29/2007		31,800		2.482		78,927.60						—
8/30/2007		50,900		2.481		126,282.90						—
8/28/2007						—		125,000		2.410		301,250.00
8/28/2007						—		25,000		2.520		63,000.00
8/31/2007		200		2.520		504.00						—
8/31/2007		2,200		2.531		5,568.20						—
8/31/2007						—		4,500		2.522		11,349.00


CUSIP No.		184901 30 4	Schedule 13D/A	Page		9		of		10


			$ per
Date	# Bought		share		Total cost		# Sold		$ per Share		Proceeds
9/4/2007		154,300		2.529		390,224.70						—
9/4/2007						—		17,750		2.529		44,889.75
9/5/2007		600		2.540		1,524.00						—
9/5/2007		1,700		2.540		4,318.00						—
9/5/2007						—		21,400		2.543		54,420.20
9/6/2007						—		50		2.530		126.50
9/7/2007		10,000		2.550		25,500.00						—
9/11/2007		22,550		2.463		55,540.65						—
9/13/2007		20,427		2.437		49,780.60						—
9/12/2007		19,750		2.419		47,775.25						—
9/20/2007						—		155		2.130		330.15
8/23/2007						—		47,000		2.410		113,270.00
9/14/2007						—		3,000		2.300		6,900.00
9/18/2007						—		5,000		2.280		11,400.00
9/19/2007						—		22,000		1.240		27,280.00
9/21/2007						—		10,000		2.168		21,680.00

TOTAL		2,024,556			$	5,463,860		1,392,267			$	3,373,020

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The Reporting Persons do not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further, the Reporting Persons have not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Persons subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

ITEM 7. MATERIAL FILED AS EXHIBITS.


Exhibit		Description of Exhibit

99.1		Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: October 1, 2007	BG CAPITAL GROUP LTD.

	By:	/s/ Robert Genovese

		Robert Genovese, President

	/s/ Robert Genovese

	ROBERT GENOVESE


CUSIP No.		184901 30 4	Schedule 13D/A	Page		10		of		10

EXHIBIT A

SCHEDULE 13D/A
Amendment No. 6
Under the Securities Exchange Act of 1934

CLEARLY CANADIAN BEVERAGE CORPORATION
(Name of Issuer)

COMMON SHARES
(Title of Class of Securities)

184901 30 4
(CUSIP Number)

JOINT FILING AGREEMENT

The undersigned agrees that the accompanying Statement on Schedule 13D/A, Amendment No. 7, dated October 1, 2007, is being filed with the Securities and Exchange Commission on behalf of the each of the undersigned pursuant to Rule 13d-1(k) promulgated under the Exchange Act.

Dated: October 1, 2007

BG CAPITAL GROUP LTD.

/s/ Robert Genovese

/s/ Robert Genovese

Robert Genovese, President

ROBERT GENOVESE

CLEARLY CANADIAN BEVERAGE CORP SC 13D/A