<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 10-QSB

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2000


           AQUA CLARA BOTTLING AND DISTRIBUTION, INC. AND SUBSIDARY


FLORIDA                                                           EIN 84-1352529

1315 Cleveland Street
Clearwater, Florida 33755-5102
(727) 446-2999
www.aquaclara.com

Indicate by check mark whether the Registrant (1) has filed all report required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x]  No [_]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

As of September 30, 2000, the registrant had 64,614,924 shares of common stock
outstanding at no par value.
<PAGE>

Part 1
Financial Information
(Item 1)
Aqua Clara Bottling & Distribution, Inc. and Subsidiary
Consolidated Balance Sheets
(unaudited)
                                                               As Of
                                                        September 30, 2000
Assets
Current assets:
  Cash and cash equivalents                                           9,222
  Accounts receivable                                                34,441
  Inventories                                                       205,645
  Prepaid expenses and other current assets                          72,028
                                                                -----------

  Total Current Assets                                              321,306

Property, plant, and equipment,
 net of accumulated depreciation                                  1,778,232
Other assets                                                          1,506
                                                                -----------

  Total Assets                                                    2,101,044
                                                                ===========
Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable, trade                                           121,269
  Accrued expenses                                                  110,940
  Current maturities of long term debt                              215,027
  Current obligations under capital leases                            5,589
  Deferred revenue                                                    1,524
  Due to stockholders                                               321,456
  Other current liabilities                                          41,417
                                                                -----------

  Total current liabilities                                         817,222

Long-term debt, less current maturities                             157,331
Obligation under capital lease, less current portion                 11,803
                                                                -----------

  Total Liabilities                                                 986,356

Stockholders' equity:
  Preferred stock; no par value, 5,000,000 shares
   authorized; 100 shares issued
   and outstanding                                                   74,601
  Common stock; no par value, 100,000,000 shares
   authorized; 64,614,924 shares
   issued and outstanding                                         9,079,024
Additional paid in capital                                        2,070,924
Accumulated deficit                                             (10,109,861)
                                                                -----------

  Total Stockholders' Equity                                      1,114,688

  Total Liabilities and Stockholders' Equity                      2,101,044
                                                                ===========

See accompanying notes to consolidated financial statements.
<PAGE>

Part 1
Financial Information
(Item 3)
Aqua Clara Bottling & Distribution, Inc. and Subsidiary
Consolidated Statements of Operations
(unaudited)

<TABLE>
<CAPTION>
                                                           For The Three Months Ended             For The Six Months Ended
                                                        Sept 30, 2000       Oct 2, 1999       Sept 30, 2000      Oct 2, 1999
<S>                                                     <C>                 <C>               <C>              <C>
Sales                                                          86,988          74,434               176,964         177,908
Cost of sales                                                 129,266          37,246               190,680         100,203
                                                           ----------      ----------           -----------     -----------

Gross profit                                                  (42,278)         37,188               (13,716)         77,705

General, administrative, and sales expenses                   480,832         372,692               830,931         902,980

Stock Options Forfeited                                             0               0              (410,020)              0

Operating profit / (loss)                                    (523,110)       (335,504)             (434,627)       (825,275)

Other income (expense):
  Interest expense                                            (28,529)          5,996               (36,460)         (8,067)
  Interest and other income                                         0               0                     0               0
  Gain (loss) on sale of assets                                     0               0                     0         (10,415)
  Other expense                                                     0          (8,009)                    0            (256)
                                                           ----------      ----------           -----------     -----------

  Net other income (expense)                                  (28,529)         (2,013)              (36,460)        (18,738)


Net  income / (loss)                                         (551,639)       (337,517)             (471,087)       (844,013)

Dividends on preferred stock:                                       0               0                29,196               0

Net income / (loss) applicable to common stock               (551,639)       (337,517)             (500,283)       (844,013)

Basic loss per common share                                $ (0.36123)     $    (0.06)          $  (0.00804)    $     (0.07)

Weighted average common shares outstanding                  1,527,118       5,316,481            62,212,446      11,609,063
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

Part 1
Financial Information
(Item 5)
Aqua Clara Bottling & Distribution, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(unaudited)

<TABLE>
<CAPTION>
                                                              For the three months ended          For the six months ended
                                                            Sept 30, 2000       Oct 2, 1999     Sept 30, 2000       Oct 2, 1999
<S>                                                         <C>                 <C>             <C>                 <C>
Operating activities:
Net income / (loss)                                             $(551,639)      $(337,517)            $(471,087)     $ (844,013)
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Allowance for doubtful accounts                                       0          10,000                     0          10,000
  Loss (gain) on sales of assets                                        0           4,837                     0          10,415
  Depreciation                                                     28,342          26,160                56,684          53,288
  Issuance of stock options to employees                           13,000               0                26,002               0
  Forfiture of stock options                                            0               0              (410,020)              0
  Issuance of stock options for S-1                                     0         298,000                     0         298,000
  Beneficial conversion feature of debentures                           0         530,129                     0         530,129
  Issuance of common stock for services                            39,377          66,993               179,699         825,038
  (Increase) decrease in cash caused by changes in:
     Accounts receivable                                          (11,527)         (8,293)              (23,618)         24,995
     Inventories                                                   75,092         (41,090)               84,500         (59,805)
     Prepaid expenses & other current assets                      209,130        (101,334)              326,157        (388,838)
     Accounts payable                                             (46,036)       (244,205)              (10,788)       (343,022)
     Accrued expenses                                              56,535           2,000              (126,133)       (234,352)
     Deferred revenue                                              (1,476)              0                 1,524               0
     Other current liabilities                                     29,755          (7,510)               41,417         (19,969)
     Stockholder salary accrual                                   (22,593)            226               (12,697)       (214,352)
                                                                ---------       ---------             ---------      ----------

  Net cash used in operating activities                          (182,040)        198,396              (338,360)       (352,486)

Investing activities:
  Purchase of property, plant and equipment                             0         (35,121)               (2,247)        (35,121)
                                                                ---------       ---------             ---------      ----------

Financing activities:
  Proceeds from borrowings                                              0          75,000               155,010       1,150,000
  Payments on borrowings                                           (1,437)       (428,332)               (2,952)       (678,131)
  Payments on capital lease obligations                            (3,209)              0                (3,209)              0
  Net proceeds from issuance of stock                             180,000               0               180,000               0
                                                                ---------       ---------             ---------      ----------

  Net cash provided by financing activities                       175,354        (353,332)              328,849         471,869
                                                                ---------       ---------             ---------      ----------

  Net (decrease) increase in cash                                  (6,686)       (190,057)              (11,758)         84,262

  Cash, beginning of period                                        15,908         284,279                20,980           9,960
                                                                ---------       ---------             ---------      ----------

  Cash, end of period                                           $   9,222       $  94,222             $   9,222      $   94,222
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

                                    Part 1
                             Financial Information
                                   (Item 1)

            Aqua Clara Bottling & Distribution, Inc. And Subsidiary

           Notes To The Unaudited Consolidated Financial Statements

Interim Consolidated Financial Statements

The accompanying unaudited interim consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission for reporting on Form 10-QSB. Accordingly, certain principles for
complete financial statement are not applied within these statements. They have
been prepared on a consistent basis including normal recurring adjustments and
should be read in conjunction with the consolidated financial statements and
related notes contained in the Annual Report for the fiscal year ended April 1,
2000.

Organization, Background, Sale of Assets, and Going Concern

(1)  Description of Business, Going Concern and Management Plans and Intentions

     The accompanying consolidated financial statements of Aqua Clara Bottling &
     Distribution, Inc. (the "Company") include the financial statements of its
     wholly owned subsidiary, Pocotopaug Investment, Inc. Intercompany
     transactions and accounts have been eliminated upon consolidation.

     The Company is engaged in the production, bottling, selling and
     distribution of non-sparkling purified drinking water products in
     containers ranging from .5 to 1.5 liters in size. During the year ended
     April 3, 1999, the Company began producing oxygenated water. It is the
     Company's intent to find a market niche in oxygen-enriched water.

     The Company continues to experience net losses and a working capital
     deficit. These factors, combined with the fact that the Company has not
     generated positive cash flows from operations, raise substantial doubt
     about the Company's ability to continue as a going concern. Management
     intends to fund its operations through the offering of additional shares of
     common stock for sale, refinancing its existing debt and obtaining a line
     of credit. The financial statements do not include any adjustments relating
     to the recoverability and classification of recorded assets or amounts and
     classifications of liabilities that might be necessary in the event the
     Company cannot continue in existence.

     During the period ended July 1, 2000, the Company raised $55,000 through a
     private offering of its common stock. During the period ended September 30,
     2000, the Company raised an additional $125,000 as part of the same
     offering. The proceeds from the offering are being used to fund operations.
<PAGE>

(2)  Inventories


     Inventories consist of the following at September 30, 2000:

          Raw materials            $   57,142
          Work in progress                182
          Finished goods              148,321
                                   ----------
                                   $  205,645
                                   ==========

(3)  Property, Plant, and Equipment

     Property, plant, and equipment consist of the following at September 30,
     2000:

          Land                               $   90,000
          Building                              926,520
          Machinery and equipment             1,015,091
          Vehicles                               22,393
                                             ----------
          Total                               2,054,004
          Less accumulated depreciation        (275,772)
                                             ----------
                                             $1,778,232
                                             ==========

     The Company has reviewed its long-lived assets for impairment and has
     determined that no adjustments to the carrying value of long-lived assets
     is required.

(4)  Due To Stockholders

     Due to stockholders consists of notes payable and due upon demand.
     Interest on these notes accrues at rates between 5% to 8%.

(5)  Long-Term Debt

     Long-term debt at September 30, 2000 consists of:

          Note payable:  Secured 8% Series B Convertible Debenture was raised in
          June 1999. The Company anticipates that the remainder of the note will
          be converted into common stock.

<TABLE>
          <S>                                                                   <C>
          Series B Convertible Debentures                                        $  75,000

          Note payable: interest at 10%, secured by building                       134,655

          Note payable:  Interest at 5%, secured by building                       155,010

          Installment note payable; interest at 10.5%; payments $461 per
          month including interest; collateralized by a vehicle                      7,693
                                                                                 ---------

          Long-term debt                                                         $ 372,358

          Less current installments                                                215,027
                                                                                 ---------

          Long-term debt, less current installments                              $ 157,331
                                                                                 =========
</TABLE>
<PAGE>

(5)  Long-Term Debt (continued)

The following is a schedule by year of the principal payments required on long-
term debt:

               2001    $ 215,027
               2002      157,331
                       ---------
                       $ 372,358

(6)  Lease Commitments

     Obligations Under Capital Lease

     At September 30, 2000, the Company is obligated under a long-term capital
     lease for equipment.  The following is a schedule by year of future minimum
     lease payments under these capital leases.

               2001                                    $ 5,589
               2002                                      6,791
               2003                                      6,791
               2004                                        919
                                                       -------
          Total lease payments                         $20,090
     Less amount representing interest (6.5% - 8%)       2,698
                                                       -------
          Present value of lease payments               17,392
      Less current obligation                            5,589
                                                       -------
     Long-term capital lease obligation                $11,803
                                                       =======

     Operating Leases

     At April 1, 2000, the Company rented vehicles and equipment under operating
     leases.  The following is a schedule by year of future minimum rental
     payments required under operating leases that have an initial or remaining
     non-cancellable lease term in excess of one year as of April 1, 2000.

               2001                                    $ 4,998
               2002                                        400
                                                       -------
                                                       $ 5,398

No provision for income taxes is recorded due to the amount of tax losses
incurred since inception.  The Company had unused net operating loss
carryforwards to carry forward against future years' taxable income of
approximately $4,600,000, which will begin to expire in years after 2011.
Temporary differences giving rise to the deferred tax assets consist primarily
of the deferral and amortization of start-up costs for tax reporting purposes.
Management has established a valuation allowance equal to the amount of the
deferred tax assets due to the uncertainty of the Company's realization of this
benefit.

(7)  Commitments and Contingencies

     A former officer of the Company filed suit against the Company for
     approximately $80,000 of accrued wages and loans that took the form of a
     mortgage on the property.  This claim also seeks 1,350,000 shares of the
     Company's common stock.  The Company has accrued $80,000, relating to the
     accrued wages and loans, in the accompanying financial statements.
     However, the Company asserts that all or a majority of the number of common
     shares due is a frivolous claim and has not included any amount related to
     these shares in the accompanying financial statements.
<PAGE>

            Aqua Clara Bottling & Distribution, Inc. And Subsidiary
                                    Part II
                     Management's Discussion and Analysis
                                      Of
                 Financial Condition and Results of Operations

RESULTS OF OPERATIONS

The gross profit for the 6 month period ended September 30, 2000 was ($434,627)
with general and administrative, and selling expenses totaling $804,929. Sales
for the period were $176,964. The period performance was significantly affected
by charges for prepaid and professional services and for previously committed
services.

The Company intends to increase spending over the next six months in
advertising, marketing and distribution, which amounts are expected to be
expended prior to the receipt of significant revenues.  There can be no
assurance as to when, if ever, the Company will realize significant operating
revenues or attain profitability.

LIQUIDITY AND CAPITAL RESOURCES

During the period ending July 1, 2000, the Company raised $55,000 through a Rule
506 Offering.  Subsequent to July 1, the Company raised an additional $125,000
via the same Offering.  The proceeds of this raise have being used to fund
continued operation of the Company.

The Company has no plans or arrangements in place with respect to additional
capital sources at this time.  The Company has no significant lines of credit
available to it at this time.  There are no assurances that additional capital
will be available to the Company when or if required.

Although the Company expects to experience losses in the 3rd quarter of fiscal
year 2001 (ended December 30, 2000), management believes that the losses will
continue to decrease and a break-even point could be reached in the near term.
Inflation has not had a significant impact on the Company's results of
operations.

BUSINESS AND PLAN OF OPERATION

GENERAL

Prior information pertaining to Aqua Clara Bottling & Distribution, Inc. can be
found in the Annual Report for the fiscal year ended April 1, 2000, and in the
Quarterly report for the period ended July 1, 2000.

During the year ending April 3, 1999, the Company began producing 20-oz. bottles
of oxygenated water packaged in a PET container.  The Company's oxygen enriched
water contains approximately 32 parts per million of oxygen.  Normal tap water
contains approximately 3 parts per million of dissolved oxygen.  As such, the
company's oxygen enriched bottled water contains approximately 800% more oxygen.

During the year ended April 1, 2000, the Company expanded its product line to
include 1 Liter and 1.5 Liter packages, and introduced a six-pack to the market.
<PAGE>

                   Aqua Clara Bottling & Distribution, Inc.
                                And Subsidiary
                                    Part II
                               Other Information
                                    Item 1
                               Legal Proceedings


LEGAL PROCEEDINGS

The Company is not a party to legal proceedings except as set forth below.

Civil Litigation in the Circuit Court of the Sixth Judicial Circuit in and for
Pinellas County - Rand L. Gray and Kathleen Gray v. Aqua Clara Bottling &
Distribution, Inc. et al., Pinellas County, Case No. 00-2122-C1-021.  This case
arises out of an alleged breach of an employment contract.  An Amended Complaint
was filed by the Plaintiffs on June 26, 2000.  The Amended Complaint alleges 6
counts: Count I - Foreclosure of Mortgage; Count II - Foreclosure of Security
Interest on Personal Property; Count III - Damages on Promissory Note; Count IV
- Damages for Breach of Employment Agreement; Count V - Damages for Breach of
Severance Agreement; and Count VI - Damages for Breach of Indemnity Agreement.
Our response to Plaintiffs' Amended Complaint was filed August 1, 2000.
Settlement offers have been filed by both sides.
<PAGE>

                   Aqua Clara Bottling & Distribution, Inc.
                                And Subsidiary
                                    Part II
                               Other Information
                                    Item 2
                             Changes In Securities

Regulation D, Rule 506 Offering

During the period ended July 1, 2000, the Company issued 532,173 shares of
common stock in exchange for $55,000 as part of a Limited Offering exempt from
registration under Rule 506 of Regulation D.  During the period ended September
30, 2000, the Company issued an additional 1,209,485 common shares in exchange
for an additional $125,000 as part of the same offering.

Preferred stock

The Company's Board of Directors has authority, without action by the
shareholders, to issue all or any portion of the authorized but unissued
preferred stock in one or more series and to determine the voting rights,
preferences as to dividends and liquidation, conversion rights, and other rights
of such series.  The Company considers it desirable to have preferred stock
available to provide increased flexibility in structuring possible future
acquisitions and financing and in meeting corporate needs which may arise.  If
opportunities arise that would make desirable the issuance of preferred stock
through either public offering or private placements, the provisions for
preferred stock in the Company's Articles of Incorporation would avoid the
possible delay and expense of a shareholder's meeting, except as may be required
by law or regulatory authorities.  Issuance of the preferred stock could result,
however, in a series of securities outstanding that will have certain
preferences with respect to dividends and liquidation over the Common Stock
which would result in dilution of the income per share and net book value of the
Common Stock.  Issuance of additional Common Stock pursuant to any conversion
right, which may be attached to the terms of any series of preferred stock, may
also result in dilution of the net income per share and the net book value of
the Common Stock.  The specific terms of any series of preferred stock will
depend primarily on market conditions, terms of a proposed acquisition or
financing, and other factors existing at the time of issuance.  Therefore, it is
not possible at this time to determine in what respect a particular series of
preferred stock will be superior to the Company's Common Stock or any other
series of preferred stock, which the Company may issue.  The Board of Directors
may issue additional preferred tock in future financing, but has no current
plans to do so at this time.

The issuance of Preferred Stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of the Company.
<PAGE>

                   Aqua Clara Bottling & Distribution, Inc.
                                And Subsidiary
                                    Part II
                               Other Information
                                    Item 3
                        Defaults Upon Senior Securities
                                    (NONE)
<PAGE>

                    Aqua Clara Bottling & Distribution, Inc.
                                And Subsidiary
                                    Part II
                               Other Information
                                    Item 4
              Submission of Matter to a Vote of Security Holders
                                    (NONE)
<PAGE>

                   Aqua Clara Bottling & Distribution, Inc.
                                And Subsidiary
                                    Part II
                               Other Information
                                    Item 5
                               Other Information
                                    (NONE)
<PAGE>

                   Aqua Clara Bottling & Distribution, Inc.
                                And Subsidiary
                                    Part II
                               Other Information
                                    Item 6
                             Exhibits and Reports


Exhibits and Reports on Form 8-K

          (a)  Exhibits

          21.1 Subsidiaries
          27   Financial Data Schedules


          (b)  Reports on Form 8-K:

          The Company did not file any reports on Form 8-K during the three
          month period ended September 30, 2000.
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  November 17, 2000              AQUA CLARA BOTTLING & DISTRIBUTION, INC.



                                      By:   /s/ John C. Plunkett
                                            -----------------------------------
                                            John C. Plunkett
                                            President, Chief Executive Officer
<PAGE>

                                 EXHIBIT INDEX



     EXHIBIT NO.         DESCRIPTION
     -----------         -----------
         21.1            Subsidiaries
         27              Financial Data Schedules