`WASHINGTON, D.C. 20549

                               FORM 10-KSB


(Mark One)
[X]   ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended March 31, 2001

                                    OR
[  ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE   ACT   OF   1934   FOR   THE    TRANSITION    PERIOD   FROM
      ________________________TO__________________________

Commission File No. 0-18235
                    -------

                       ELDORADO ARTESIAN SPRINGS, INC.
                  (Exact name of Registrant as specified in its charter)

    Colorado                                                   84-0907853
(State or other jurisdiction of                       (I.R.S. Identification Number)
incorporation or organization)

P.O. Box 445, Eldorado Springs, Colorado                 80025
(Address of principal executive offices)                 (zip code)

Registrant's telephone number, including area code:   (303) 499-1316

Securities registered pursuant to Section 12(b) of the Act:

            Title of each class              Name of each exchange on which registered
           None
--------------------------------------       ----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, $.001 Par Value Per Share
                                 (Title of Class)


                                 (Title of Class)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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. [X] Yes [ ] No

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

      State issuer's revenues for its most recent fiscal year.  $5,961,342
                                                                ----------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value will be computed
by  reference to the price at which the common  equity was sold,  or the average
bid and asked prices of such common  equity,  as of a specified  date within the
past 60 days.  (See  definition of affiliate in Rule 12b-2 of the Exchange Act).

Not available

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date.

Common  Stock,  $.001  par value                         2,995,495
--------------------------------               -----------------------------
         Class                                  Outstanding at June 29, 2001





                       DOCUMENTS INCORPORATED BY REFERENCE





     (If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement: and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification purposes.

      None.







                                     PART I


Item 1.  Description of Business

General

Eldorado  Artesian  Springs,  Inc.was  formed  under  the  laws of the  State of
Colorado  on  April  15,  1986,   under  the  name   Lexington   Funding,   Inc.
("Lexington").  Lexington  was  organized  for the  primary  purpose  of seeking
selected  mergers  or  acquisitions  with a small  number of  business  entities
expected to be private companies,  partnerships, or sole proprietorships.  Prior
to  April  1987,   the  primary   activity  of  the  Company  was   directed  to
organizational efforts and obtaining initial financing. The Company sold 208,333
shares of its $.001 par value common stock at $1.20 per share for total proceeds
of $250,000 in a public offering which closed on December 17, 1986.

Effective  April 10,  1987,  the Company  acquired all of the shares of Eldorado
Artesian Springs, Inc. ("Eldorado") of Eldorado Springs,  Colorado.  Eldorado, a
Colorado  corporation,  was formed in 1983. The acquisition was  accomplished by
the exchange of Company stock for all of the outstanding shares of Eldorado from
its shareholders,  Douglas A. Larson, Jeremy S. Martin, Kevin M. Sipple, Raymond
Kerbaugh and Melvin Larson.  Pursuant to the  acquisition of Eldorado,  Eldorado
shareholders  received an aggregate of 2,340,000  shares of the Company's Common
Stock,  representing  90%  of  outstanding  shares  of  the  Company  after  the
acquisition.  The number of Company shares of stock exchanged in the acquisition
was determined  through  arms-length  negotiations.  In June 1988,  Eldorado was
merged into Lexington  pursuant to a statutory merger, and Lexington changed its
name to Eldorado Artesian Springs, Inc.

As a result of the  Eldorado  acquisition  and  subsequent  merger,  the primary
business of the  Company is the  bottling  and sale of pure  spring  water which
emanates from springs  located on property owned by the Company.  In addition to
real property and the wells and springs thereon,  and water rights,  the Company
owns a bottling plant (including  building and bottling  equipment),  associated
containers and equipment,  resort buildings,  a mobile home park, and an outdoor
swimming pool which are located on the property.

Products

The Company's  principal business is bottling and selling Artesian Spring Water.
The Company  also owns and  operates a  resort/spa  on its  property  during the
summer months and rents four  single-family  homes and mobile home spaces on the
property.  The  Company's  water  bottling  operations  account for 97.9% of the
Company's revenues.

Bottling

The Company  owns and operates its bottling  facilities.  Total  production  and
warehousing space is approximately  12,000 square feet. There are three separate
fill lines in the facility.

Water is produced at two springs and eleven wells on the Company's property. The
well heads are in close proximity to the bottling operation. The source water is
bacteria-free  as it emanates from the earth, and nothing is added to or removed
from the water during the bottling process. As a safeguard to any contamination,
the water passes  through a protective  filter and an  ultra-violet  light.  The
product is packaged in high quality plastic bottles, and each one is sealed with
a  tamper  evident  cap.  The  products  have  ozone  added to  comply  with FDA
standards.


Sales and Distribution

The Company  sells its products in five gallon,  three gallon,  one gallon,  1.5
liter, 24 ounce, 1.0 liter, and 0.5 liter bottles.  The Company operates its own
fleet of  delivery  vehicles  selling  all sizes to homes,  offices,  and retail
outlets in the entire front range area of  Colorado.  The Company also sells its
products to major retail stores directly through their warehouses and to several
independent  distributors who service accounts located outside the area serviced
by the Company fleet.

The five gallon and three gallon sales and related  cooler  rentals  represented
approximately  72% of  revenues  and  the  smaller  sizes  accounted  for 26% of
revenues  during  the most  recent  fiscal  year.  Of the five and three  gallon
accounts,   approximately  80%  were  home  accounts  and  20%  were  commercial
establishments.  At present the Company's  products are  available  primarily in
Colorado, with some accounts in states bordering Colorado.

Marketing

The Company focuses on three major areas in marketing its products;  five gallon
and three gallon sales, small package products, and brand name recognition.

The five  gallon and three  gallon  products  are  primarily  sold  through  the
acquisition  of  new  accounts  attracted  by  personal  sales   representatives
strategically  located  throughout the area at local events. The efforts of this
staff are augmented by yellow pages, radio, occasional television advertisements
and product donation to local events.

The smaller packages that are sold  principally  through retail chain stores are
effectively  marketed by using point of purchase  inducements to gain new trial,
usually in the form of discounts in price in conjunction with signage.

The  Company   attempts  to  build  brand  name   awareness  by   sponsoring  or
participating in many local events.  Eldorado Artesian Springs is the sponsor of
the Boulder,  Colorado July 4th Fireworks  celebration,  the Bolder  Boulder 10K
race,  the  Eldorado  Springs  Cancer  Research  Run,  the Taste of Colorado and
participates in part in many other local events.

Supplies

Water  bottled by the  Company  comes  from  springs  located  on the  Company's
property  which have been  flowing for many years.  The Company does not foresee
any  disruption of its operations as a result of supply  problems.  Suppliers of
the bottles do experience  seasonal  shortages  resulting  from resin  shortages
which may increase  prices.  The Company  tries to mitigate  these  shortages by
maintaining   sufficient   inventory  safety  stocks  so  as  not  to  interrupt
production.

Seasonality of Business

Sales tend to be mildly seasonal in the bottled water business. A ten to fifteen
percent  differential in sales is normally  experienced  between the peak summer
months and the low winter months.

Competition

There  is  active  competition  in  the  bottled  water  market.  The  Company's
competitors include more diversified  corporations having substantially  greater
assets and larger sales  organizations than the Company,  as well as other small
firms.  The Company competes on the basis of customer  service,  product quality
and price.  Management  believes that the products' superior taste,  competitive
pricing and attractive  packaging are  significant  factors in  maintaining  the
Company's competitive position.

Environment

The Company's bottling operations are subject to regulation by the Food and Drug
Administration of the federal government.  These regulations are administered by
the Colorado  Department of Public Health and  Environment  Consumer  Protection
Division.  Weekly  product and source  bacteriological  tests are  required  and
annual inspections are performed.

The Company is also subject to regulation  under the Colorado  Primary  Drinking
Water  Regulations  and  the  United  States  Safe  Drinking  Water  Act.  These
regulations  pertain to the operation of the water  utility  system owned by the
Company that services the town of Eldorado  Springs.  These regulations are also
administered by the State of Colorado Health Department Drinking Water Division.
Regular periodic testing is also required for this operation.

Additionally,  the Company  operates the swimming  pool which is also subject to
regulation by the State of Colorado.  These  regulations are administered by the
Boulder County Health  Department and require  periodic daily testing and agency
inspections.

It  is  the  Company's  understanding  that  it  is  in  compliance  with  these
regulations  as  communicated  by   representatives  of  the  responsible  local
agencies.

Employees

The  Company  employs 64  full-time  employees,  2  part-time  employees  and 14
seasonal employees during the summer resort months.

Item 2.  Description of Property.

The Company owns  approximately 26 acres of land in Eldorado Springs,  Colorado.
In  addition  to real  property  and the wells and  springs  thereon,  and water
rights,  the Company  owns a bottling  plant  (including  building  and bottling
equipment), associated containers and equipment, resort buildings, a mobile home
park,  and an outdoor  swimming  pool which are located on the  property.  Total
production and warehousing space is approximately  12,000 square feet. Virtually
all of the company's property is pledged as collateral on Company loan balances.

Item 3.  Legal Proceedings.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders of the Company
during the fourth quarter of the fiscal year covered by this report.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

The outstanding registered securities of the Company are currently quoted in the
"Pink Sheets"  maintained by members of the National  Association  of Securities
Dealers, Inc., and are traded in the over-the-counter market.

Since the  Securities  and  Exchange  Commission's  rules  applicable  to "penny
stocks"  went into  effect  in 1990,  there  have  been no market  makers in the
Company's  stock,  so no quotes are  available.  Management is actively  seeking
market  makers  for its stock,  but the rules  which  restrict  trading in "Pink
Sheet" stocks have had the effect of diminishing market makers in the stock.

As of June 21, 2001, there were 195 holders of the Company's common stock.

No dividends have been declared or paid by the Company since  inception and none
are contemplated at any time in the foreseeable future.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

This filing contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act  of  1934  and  the  Company  intends  that  such  forward-looking
statements be subject to the safe harbors created thereby. These forward-looking
statements include the plans and objectives of management for future operations,
including  plans and  objectives  relating  to  services  offered  by and future
economic performance of the Company.

The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties that might adversely affect the
Company's  operating  results in the future in a  material  way.  Such risks and
uncertainties include but are not limited to the following: availability of debt
and equity financing,  interest rate fluctuations,  effects of regional economic
and market conditions,  ability to purchase  additional water rights,  labor and
marketing  costs,  operating and packaging  costs,  intensity of competition and
legal claims.

Overview

Eldorado  Artesian  Springs,  Inc. is a Colorado based company that is primarily
involved in the bottling and marketing of natural  artesian  spring  water.  The
spring is  located in the  foothills  of the  Colorado  Rocky  Mountains  and is
surrounded  by thousands  of acres of state and city park land,  assuring a well
protected  source.  The  artesian  springs  located on the  Company's  property,
emanate from one of the most unique geologic  sources in the world. The water is
naturally purified as it rises up through many layers of sandstone under its own
artesian  pressure.  Eldorado  Artesian Spring water is bottled at the source in
its  natural  state  and is  not  chemically  treated  in  any  way.  Currently,
Eldorado's operations consist of its home/commercial  delivery business (5 and 3
gallon bottles) and the PET (polyethylene terephtalate,  a premium clear plastic
container) consumer business.

According  to  the  Bottled  Water  Reporter  (April/May  2001)  beverage
industry  analysts  reveal  that  bottled  water is the  fastest  growing  major
category in the entire  industry.  The bottled water industry as whole is a $5.7
billion  business and is currently  growing at a rate of 9% to 10% per year. The
PET segment of the bottled water  industry is currently a $1.9 million  business
and is growing at a much faster rate (at an estimated  25% to 35% per year) than
the  industry as a whole.  The bottled  water market is currently at 5.0 million
gallons per year and analysts  estimate  that the bottled  water  industry  will
surpass 7.0 billion gallons by 2005.

The Company has experienced growth that has necessitated the need for additional
office  space and  warehouse  space.  In  January  of 2001,  the  Company  began
construction  of a new facility in  Louisville,  CO about 10 miles from Eldorado
Springs.  The facility will function as the  bottling,  distribution  and office
facilities.  The building is scheduled to be completed  July 2001.  Total square
footage of the building is  approximately  38,000 square feet.  The Company will
continue  to bottle  the same  spring  water that will be  transported  from the
spring in Eldorado Springs to the new facility in stainless steel tanker trucks.

Results of Operations

Revenues  for the year ended March 31, 2001  increased  11.9% from the  previous
year to $5,961,342.  Sales of the 5 and 3 gallon  products  increased 10.3% from
the previous year to $3,489,233.  Sales of the PET products  increased  27.2% to
$1,022,765.  Sales of the one gallon  products  increased 12.9% to $523,532 from
the previous  year ended March 31, 2000.  This  increase in sales of the various
size products resulted from increased sales to Eldorado's existing customer base
as well as from sales to new  customers.  Other  revenues  included in water and
related  items  include the rental and purchase of equipment and supplies to the
delivery customers which increased 2.9% to $814,339.

The costs of goods  sold  increased  11.2%  for the year  ended  March 31,  2001
compared to a year earlier. This increase in cost is due to the overall increase
in  volume.  Cost of goods  sold  represented  17.3% of sales for the year ended
March 31, 2001 compared to 17.4% of sales for the year ended March 31, 2000.

Operating  expenses for the year ended March 31, 2001 increased 19.7%.  Salaries
and related  expenses  increased  19.6% for the year ended March 31, 2001.  This
increase  is due to the  increase  in sales  for the year  resulting  in  higher
commissions and the need for additional employees. Additionally, the increase in
salaries and related  expenses is reflective of the increased  cost of labor due
to a tight labor market as well as the  additional  costs of operating  within a
limited amount of space.

Administrative and general expenses increased 23.5% for the year ended March 31,
2001. This increase is  attributable  to the increase in revenues.  In addition,
the company's  cost for insurance  has increased  32.6% over the previous  year.
Much of this increase is due to the higher costs for employee health  insurance.
During the year ended March 31, 2001, the company expensed approximately $80,000
or 1.4% of sales in bad debts.

The company is experiencing  inefficiencies operating in limited facilities. The
company has plans to move the bottling facility at which time management expects
more  efficient  operations.  Currently,  the  company  has to  rent  additional
warehouse space for the storage of raw materials and finished  goods.  This cost
has increased general and  administrative  costs but will not be necessary after
the company moves into their new facility.

Delivery  expenses  increased  31.4% for the year  ended  March 31,  2001.  This
increase is due to the increased  need for  additional  leased  vehicles for the
home and office delivery.  In addition,  fuel costs increased  approximately 40%
over the previous year.

Advertising and promotion  expenses increased 15.4% for the year ended March 31,
2001. For the year ended March 31, 2001 advertising and promotion  expenses were
11.3% of sales compared to 10.9% of sales for the year ended March 31, 2000. The
company  anticipates that it will continue to spend  significant  amounts in the
future for  advertising  and  promotion  as it  continues to promote and develop
brand  recognition and increase market  penetration.  There is no assurance that
increases in spending or lower pricing will result in higher sales.

Depreciation and amortization  increased 7.4% for the year ended March 31, 2001.
This  increase  is due to the  purchase of new  equipment  over the last year to
service home and office delivery accounts.

For the year ended March 31,  2001,  the  company had net loss of income  before
taxes of $114,182. The provision for income tax benefit was $38,694 resulting in
net loss of $75,488. During the year ended March 31, 2001, the company attempted
to complete a secondary  stock  offering  and incurred  costs of  $154,961.  The
offering was not  completed  and these costs were  expensed  during the year. It
should be noted  that if the  company  did not have to expense  these  items the
company would have had net income before taxes of $40,779.  The company does not
anticipate  attempting  a  secondary  stock  offering  in the  near  future.  In
addition,  the effect of  operating  the  business  within the limited  bottling
facility has had a negative  effect on the net income because of higher costs of
operating  expenses.  Construction on the new bottling and office facility began
in January 2001 and is expected to be completed in July 2001. At that time,  the
company will move to the new facility and management  expects operating expenses
to be more consistent with the increase in revenues  resulting in an increase in
net income.

Liquidity and Capital Resource

Trade  accounts  receivable  for the year ended  March 31, 2001 were 3.4% higher
than at year ended March 31,  2000.  This  resulted  from the 11.9%  increase in
revenues  for the  year  ended  March  31,  2000.  Days  sales  outstanding  was
approximately   44  days  for  March  31,  2001.  Days  sales   outstanding  was
approximately 48 days for March 31, 2000.  Management has implemented new credit
policies to manage the accounts more effectively.

During the year ended March 31, 2001 the company  experienced a decrease in cash
from the  previous  year.  Changes  in cash  flow came  from the  aborted  stock
offering  costs  of  $154,961.  The  company  also  utilized  cash  to  purchase
additional equipment to support the home and office delivery accounts.  Payments
on long-term  debt increased over the previous year as the company has continued
to decrease the amount of total debt. The Company is currently in the process of
finalizing the renewal of the  line-of-credit with the bank.  Additionally,  the
company has paid  deposits on new  equipment  that will be purchased for the new
facility.

On May 19, 1998,  the company  registered  875,000 shares of common stock of the
company  pursuant to the 1997 stock option plan. The plan provides for the grant
of stock options to employees,  directors and consultants of the company.  As of
March 31, 2001,  575,500  options were  outstanding,  of which 338,700 are fully
vested.

The  company  began  construction  of a new  facility  in  January  2001 and the
building is expected to be completed by July 2001. Total cost of the building is
expected  to be  approximately  $3.35  million  dollars.  The company has agreed
financing  arrangements with the Small Business Association for approximately $1
million  and the  remainder  through a bank.  In addition  the  Company  will be
leasing  additional higher speed bottling equipment and storage tanks for a cost
of approximately $420,000.

Item 7.  Financial Statements.



                         ELDORADO ARTESIAN SPRINGS, INC.

                              Financial Statements
                             March 31, 2001 and 2000


                               Table of Contents



Independent Auditors' Report

Financial Statements

        Balance Sheet

        Statements of Operations

        Statement of Stockholders' Equity

        Statements of Cash Flows

Notes to Financial Statements








                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Eldorado Artesian Springs, Inc.
Eldorado Springs, Colorado


We have audited the accompanying  balance sheet of Eldorado  Artesian Springs,
Inc.  as  of  March 31,  2001,  and  the  related  statements  of  operations,
stockholders'  equity and cash flows for the years  ended  March 31,  2001 and
2000.  These  financial  statements  are the  responsibility  of the Company's
management.  Our  responsibility  is to express an opinion on these  financial
statements based on our audits.

We  conducted  our audits in  accordance  with  auditing  standards  generally
accepted in the United  States of America.  Those  standards  require  that we
plan and perform the audit to obtain  reasonable  assurance  about whether the
financial  statements  are free of material  misstatement.  An audit  includes
examining,  on a test basis,  evidence  supporting the amounts and disclosures
in the financial  statements.  An audit also includes assessing the accounting
principles  used and  significant  estimates  made by  management,  as well as
evaluating the overall financial statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial statements referred to above present fairly, in
all material  respects,  the financial  position of Eldorado Artesian Springs,
Inc. at March 31, 2001,  and the results of its  operations and its cash flows
for the years  ended  March 31, 2001 and 2000 in  conformity  with  accounting
principles generally accepted in the United States of America.


                                        /s/Ehrhardt Keefe Steiner & Hottman PC
                                           Ehrhardt Keefe Steiner & Hottman PC

May 11, 2001
Denver, Colorado








                                  Balance Sheet
                                 March 31, 2000


                                     Assets
Current assets
     Cash ....................................................     $  141,332
     Accounts receivable
     Trade - net .............................................        703,361
     Other ...................................................         60,241
     Inventories .............................................        217,478
     Prepaid expenses ........................................         27,540
     Deposits ................................................         89,197
     Deferred income taxes ...................................         18,165
                                                                   ----------
       Total current assets ..................................      1,257,314
                                                                   ----------

Property, plant and equipment - net ..........................      2,180,674
                                                                   ----------

Water rights - net ...........................................        101,154
Other - net ..................................................         45,061
                                                                   ----------
       Total other assets ....................................        146,215
                                                                   ----------

                                                                   $3,584,203
                                                                   ==========

                    Liabilities and Stockholders' Equity
Current liabilities
     Accounts payable ........................................     $  296,359
     Accrued expenses ........................................        122,826
     Customer deposits .......................................         88,707
     Line of credit ..........................................        290,716
     Current maturities of long-term debt ....................        301,907
                                                                   ----------
       Total current liabilities .............................      1,100,515

Long-term liabilities
Long-term debt ...............................................      1,141,604
Deferred income taxes ........................................         84,464
                                                                   ----------
       Total liabilities .....................................      2,326,583
                                                                   ----------

Commitments

Shareholders' equity
    Preferred stock, par value $.001 per share; 10,000,000 shares
     authorized July, 2000; 0 shares issued and outstanding                 -
    Common stock, par value $.001 per share; 50,000,000 shares
     authorized; 2,995,495 issued and outstanding ............          2,995
    Additional paid-in capital ...............................        984,656
    Retained earnings ........................................        269,969
                                                                   ----------
                                                                    1,257,620
                                                                   ----------

                                                                   $3,584,203
                                                                   ==========

                       See notes to financial statements.


                         Statements of Operations



                                                           For the Years Ended
                                                                March 31,
                                                     ----------------------------
                                                        2001              2000
                                                     -----------      -----------
Revenue
     Water and related .........................     $ 5,837,039      $ 5,201,097
     Rentals ...................................          41,261           59,200
     Pool ......................................          83,042           68,641
                                                     -----------      -----------

Net revenue ....................................       5,961,342        5,328,938

Cost of goods sold .............................       1,029,457          925,378
                                                     -----------      -----------

Gross profit ...................................       4,931,885        4,403,560
                                                     -----------      -----------

Operating expenses
     Salaries and related ......................       2,409,034        2,013,670
     Administrative and general ................         977,601          791,779
     Delivery ..................................         379,853          289,092
     Advertising and promotions ................         671,256          581,767
     Depreciation and amortization .............         317,066          295,316
                                                     -----------      -----------
                                                       4,754,810        3,971,624
                                                     -----------      -----------

Operating income ...............................         177,075          431,936
                                                     -----------      -----------

Other income (expense)
     Interest income ...........................           6,792            8,197
     Loss on sale of asset .....................            --             (6,532)
     Interest expense ..........................        (143,088)        (125,929)
     Stock offering costs ......................        (154,961)        (352,653)
                                                     -----------      -----------
                                                        (291,257)        (476,917)
                                                     -----------      -----------
Loss before income taxes .......................        (114,182)         (44,981)
                                                     -----------      -----------

Provision for income tax (expense) benefit
     Current ...................................          47,000           13,917
     Deferred ..................................          (8,306)         (14,943)
                                                     -----------      -----------
                                                          38,694           (1,026)
                                                     -----------      -----------

Net loss .......................................     $   (75,488)     $   (46,007)
                                                     ===========      ===========

Basic loss per common share ....................     $     (0.03)     $     (0.02)
                                                     ===========      ===========

Weighted average number of shares outstanding ..       2,995,495        2,995,495
                                                     ===========      ===========


                       See notes to financial statements.








                         Statement of Stockholders' Equity
                   For the Years Ended March 31, 2001 and 2000





                                      Common Stock           Additional
                             --------------------------        Paid-in        Retained
                                Shares          Amount         Capital        Earnings           Total
                             -----------     -----------     -----------     -----------      -----------


Balance - March 31, 1999       2,995,495     $     2,995     $   984,656     $   391,464      $ 1,379,115

Net loss for the year ..            --              --              --           (46,007)         (46,007)
                             -----------     -----------     -----------     -----------      -----------

Balance - March 31, 2000       2,995,495           2,995         984,656         345,457        1,333,108

Net loss for the year ..            --              --              --           (75,488)         (75,488)
                             -----------     -----------     -----------     -----------      -----------

Balance - March 31, 2001       2,995,495     $     2,995     $   984,656     $   269,969      $ 1,257,620
                             ===========     ===========     ===========     ===========      ===========






                       See notes to financial statements.







                         Statements of Cash Flows


                                                             For the Years Ended
                                                                   March 31,
                                                            ------------------------
                                                               2001           2000
                                                            ---------      ---------
Cash flows from operating activities
  Net loss ............................................     $ (75,488)     $ (46,007)
                                                            ---------      ---------
  Adjustments to reconcile net loss to net cash
   provided by operating activities -
    Depreciation and amortization .....................       317,066        295,316
    Loss on sale of asset .............................          --            6,532
    Deferred income taxes .............................         8,306         14,943
    Stock offering costs ..............................          --          199,327
    Changes in certain assets and liabilities -
      Accounts receivable .............................       (45,847)       (85,460)
      Inventories .....................................       (18,697)         6,483
      Prepaid expenses ................................        (5,336)        (6,498)
      Deposits ........................................       (67,797)        (4,000)
      Accounts payable ................................       156,032        (12,230)
      Accrued expenses ................................        12,905        (24,084)
      Customer deposits ...............................       (25,630)        39,580
                                                            ---------      ---------
                                                              331,002        429,909
                                                            ---------      ---------
         Net cash provided by operating activities ....       255,514        383,902
                                                            ---------      ---------

Cash flows from investing activities
  Proceeds from sale of equipment .....................          --            1,575
  Purchase of property, plant and equipment ...........      (488,643)      (158,421)
  Purchase of other assets ............................          --           (3,348)
                                                            ---------      ---------
         Net cash flows used in investing activities ..      (488,643)      (160,194)
                                                            ---------      ---------

Cash flows from financing activities
  Net proceeds on line-of-credit ......................       290,716           --
  Payments on long-term debt ..........................      (276,899)      (224,503)
                                                            ---------      ---------
         Net cash flows provided by (used in) financing
          activities ..................................        13,817       (224,503)
                                                            ---------      ---------

Net decrease in cash ..................................      (219,312)          (795)

Cash - beginning of year ..............................       360,644        361,439
                                                            ---------      ---------

Cash - end of year ....................................     $ 141,332      $ 360,644
                                                            =========      =========

Supplemental disclosures of cash flow information:
       Cash paid during the year for interest was 143,088  (2001) and $125,929
       (2000).
       Cash paid  during the year for income  taxes was $0 (2001) and  $59,094
       (2000).

Supplemental disclosure of noncash investing activity:
       During the years ended 2001 and 2000,  equipment  was acquired  through
       capital leases for $200,063 and $160,129, respectively.

                       See notes to financial statements.




                         Notes to Financial Statements


Note 1 - Organization and Summary of Significant Accounting Policies

Organization

Eldorado  Artesian  Springs Inc. (the  "Company")  is a Colorado  corporation,
which  primarily   sells  bottled   artesian  spring  water  and  rents  water
dispensers.  The Company also rents housing,  and during the summer months, it
operates a natural  artesian  spring pool.  The Company  grants  credit to its
customers,  substantially  all of whom are  located  in  Colorado.  All of the
Company's  current  operating  activities  take  place  in  Eldorado  Springs,
Colorado.  The Company is currently in the process of  constructing a bottling
and distribution facility in Louisville, Colorado.

Inventories

Inventories  consist  primarily of water  bottles and packaging and are stated
at the lower of cost or market, on a first-in, first-out basis.

Deposits

Deposits  consist of deposits on equipment to be purchased  for the  Company's
new facility.

Property, Plant and Equipment

Property,  plant and  equipment  are  stated at cost.   Machinery,  equipment,
furniture  and  fixtures  are  depreciated  using  various  methods over their
estimated useful lives,  which range from three to seven years.  Buildings and
improvements  are  depreciated  using  the  straight-line  method  over  their
estimated  useful  lives,  which  range  from  fifteen to  thirty-nine  years.
Construction  in  progress  consists  of  cost  associated  with  the  Company
building  a new  facility.  These  assets  will not be  depreciated  until the
assets are put into service.

Other Assets

Other assets  consisting of water rights,  customer lists, loan fees and other
costs are carried at cost and are being amortized on the  straight-line  basis
over five to forty years.

Customer Deposits

Customer deposits consist primarily of deposits on bottles.

Revenue Recognition

Revenue is  recognized  on the sale of its products as customer  shipments are
made.  Returns are  recognized  when the product is received.  Rental  revenue
is recognized on a monthly basis upon commencement of the lease agreement.

Stock Based Compensation

The Company has adopted SFAS 123  "Accounting  for  Stock-Based  Compensation"
(SFAS  123),   which   requires   disclosure  of  the  fair  value  and  other
characteristics  of stock  options. The Company has chosen under the
provisions  of SFAS  123 to  continue  using  the  intrinsic-value  method  of
accounting  for  employee   stock-based   compensation   in  accordance   with
Accounting  Principles  Board Opinion No. 25  "Accounting  for Stock Issued to
Employees" (APB 25).

Basic Earnings Per Share

The Company has adopted the  provisions  of Statement of Financial  Accounting
Standards No. 128,  Earnings Per Share (SFAS 128).  SFAS 128  established  new
definitions  for  calculating  and disclosing  basic and diluted  earnings per
share.  Basic  earnings per share are based upon the weighted  average  number
of shares  outstanding  as defined in SFAS 128. No diluted  earnings per share
are presented as there are no potential dilutive common shares.

Use of Estimates

The preparation of financial  statements in conformity with generally accepted
accounting  principles  requires  management to make estimates and assumptions
that affect the reported  amounts of assets and  liabilities and disclosure of
contingent assets and liabilities at the date of the financial  statements and
the reported  amounts of revenues and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Concentration of Credit Risk

The Company  maintains cash in bank accounts,  which, at times may exceed FDIC
insurance  limits.  Financial  instruments,   which  potentially  subject  the
Company  to  concentrations  of credit  risk  consist  primarily  of  accounts
receivable.  The Company  grants  credit to  customers  located  primarily  in
Colorado.  The Company periodically  performs credit analysis and monitors the
financial condition of its clients in order to minimize credit risk.

Fair Value of Financial Instruments

The  carrying  amounts  of  financial  instruments  including  cash,  accounts
receivable,  accounts payable, deposits and accrued expenses approximated fair
value because of the relatively short maturity of these instruments.

Due to rates  currently  available to the Company for debt,  which are similar
to  terms  on the  remaining  maturities,  the fair  value  of  existing  debt
approximates carrying value.

Comprehensive Income

The Company did not engage in any activities that would result in  comprehensive
income being different than net income.

Advertising Costs

Advertising costs are expensed as incurred.

Reclassifications

Certain amounts in the financial  statements for the year ended March 31, 2000
have been reclassified to conform with the 2001 presentation.


Note 2 - Selected Balance Sheet Information

                                            March 31,
                                              2001
                                            ---------
Accounts receivable
   Trade ..............................     $ 753,361
   Less allowance for doubtful accounts       (50,000)
                                            ---------

                                            $ 703,361
                                            =========

Property, plant and equipment
   Land ..............................     $   225,194
   Buildings and improvements ........       1,230,171
   Machinery and equipment ...........       2,629,002
   Vehicles ..........................          11,971
   Office furniture and fixtures .....         228,491
                                           -----------
                                             4,324,829
   Less accumulated depreciation .....      (2,497,732)
                                           -----------
                                             1,827,097
   Construction in progress ..........         353,577
                                           -----------

                                           $ 2,180,674
                                           ===========

Water rights .........................     $   179,500
Less accumulated amortization ........         (78,346)
                                           -----------

                                           $   101,154
                                           ===========

Other assets
   Customer lists, loan fees and other     $    74,241
   Less accumulated amortization .....         (29,180)
                                           -----------

                                           $    45,061
                                           ===========


Accrued expenses
   Property taxes ...................      $    19,263
   Sales tax ........................           14,782
   Payroll and payroll taxes                    88,781
                                           -----------

                                           $   122,826
                                           ===========


Note 3 - Line-of-Credit

The Company  entered into an  agreement  with a bank for a  line-of-credit  of
$500,000 due June 2001.  The interest  rate is  calculated at prime plus 0.5%,
which was 8.5% at  March 31,  2001.  Interest is payable  monthly and the line
is  cross-collateralized  by  substantially  all of the assets of the Company.
The outstanding balance was $290,716 at March 31, 2001.


Note 4 - Long-Term Debt
                                                                         March 31,
                                                                           2001
                                                                         ---------

Note  payable  to bank due June 20,  2012,  interest  at bank  prime
 (9.5% at March 31,  2001) adjusted  bi-annually.  Monthly principal
 and  interest  payments of $12,244  with all unpaid  principal  and
 interest due at  maturity.  Cross-collateralized  by  substantially
 all assets of the Company.                                             $1,005,963

Note payable to bank due June 20, 2002,  interest at bank prime plus
 1.25% (9.25% at March 31,  2001).  Monthly  principal  and interest
 payments of $6,346 with all unpaid  principal  and  interest due at
 maturity.  Cross-collateralized  by substantially all assets of the
 Company.                                                                   88,467

Capital Leases

Capital lease for  equipment.  Interest rate  approximates  11% with
 monthly  minimum lease  payments of $3,159 and one final payment of
 approximately $22,000 due on April 1, 2002.                                55,709

Capital leases for equipment.  Interest rates  approximate  11% with
 combined  monthly minimum lease payments of  approximately  $9,700,
 maturing over various dates from June 2001 through November 2004.         293,372
                                                                        ----------

                                                                        $1,443,511
                                                                        ==========


The cost of equipment under capital lease is:

                              March 31,
                                2001
                             ---------

Cost ...................     $ 643,291
Accumulated depreciation      (211,612)
                             ---------

                             $ 431,679
                             =========

Future maturities of long-term debt at March 31, 2001 are:

                                              Notes          Capital
      Year Ending March 31,                  Payable          Leases          Total
      ---------------------               ------------     -------------   -----------


               2002                        $   128,000     $   214,031    $   342,031
               2003                             79,503         134,508        214,011
               2004                             68,000          38,631        106,631
               2005                             75,000              -          75,000
               2006                             82,000              -          82,000
               Thereafter                      661,927              -         661,927
                                           -----------     -----------    -----------
                                             1,094,430         387,170      1,481,600
               Less amount representing
               interest                             -          (38,089)       (38,089)
                                           -----------     -----------    -----------
               Total principal               1,094,430         349,081      1,443,511
               Less current portion           (128,000)       (173,907)      (301,907)
                                           -----------     -----------    -----------

                                           $   966,430     $   175,174    $ 1,141,604
                                           ===========     ===========    ===========


Note 5 - Income Taxes

The Company  recognizes  deferred tax  liabilities and assets for the expected
future tax  consequences  of events that have been  included in the  financial
statements  or  tax  returns.   Deferred  tax   liabilities   and  assets  are
determined  based on the  difference  between the financial  statement and tax
basis of assets and liabilities  using the enacted tax rates in effect for the
year in which the  differences  are expected to reverse.  The  measurement  of
deferred  tax  assets  is  reduced,  if  necessary,  by the  amount of any tax
benefits that, based on available evidence, are not expected to be realized.

The net current and long-term  deferred tax in the accompanying  balance sheet
includes the following deferred tax assets and liabilities.

                                              March 31,
                                                 2001
                                               -------

Current deferred tax asset .........           $18,165
Current deferred tax liability .....                --
                                               -------

Net current deferred tax asset .....           $18,165
                                               =======

Long-term deferred tax asset .......           $    --
Long-term deferred tax liability ...            84,464
                                               -------

Net long-term deferred tax liability           $84,464
                                               =======

The provision for income tax benefit (expense) is summarized as follows:

                                                             For the Years Ended
                                                                  March 31,
                                                           ----------------------
                                                              2001           2000
                                                            --------      --------

                 Current                                    $ 47,000      $ 13,917

                 Deferred                                     (8,306)      (14,943)
                                                            --------      --------

                                                            $ 38,694      $ (1,026)
                                                            ========      ========

The  following is a  reconciliation  of income taxes at the Federal  Statutory
rate with income taxes recorded by the Company.

                                                               For the Years Ended
                                                                    March 31,
                                                            ----------------------
                                                              2001            2000
                                                            --------      --------

Computed income taxes at statutory rate - net of surtax     $ 34,694      $  6,900
State income taxes, net of Federal income tax benefit
 and other ............................................        4,000        (7,926)
                                                            --------      --------

                                                            $ 38,694      $ (1,026)
                                                            ========      ========

Deferred  taxes are  recorded  based upon  differences  between the  financial
statement  and tax basis of assets  and  liabilities.  Temporary  differences,
which  give  rise  to  a  significant  portion  of  deferred  tax  assets  and
liabilities are as follows:
                                               March 31,
                                                 2001
                                              --------

Differences related to fixed assets           $(80,154)
Differences related to other assets             (4,310)
Allowance for doubtful accounts ...             18,165
                                              --------

                                              $(66,299)
                                              ========


Note 6 - Commitments

Operating Leases

The  Company has  various  long-term  leases for  delivery  trucks,  vehicles,
equipment  and property.  The  following is a schedule by year of  approximate
future minimum lease payments as of March 31, 2000.

      For the Year Ending March 31,
      -----------------------------

               2002                                          $ 256,079
               2003                                            248,109
               2004                                            202,205
               2005                                            165,230
               2006                                             64,035
               Thereafter                                        6,865
                                                             ---------

                                                             $ 942,523
                                                             =========

Total  rental  expense for the fiscal  years ended March 31, 2001 and 2000 was
approximately $340,000 and $251,000, respectively.

New Facility

During 2001,  the Company  entered into an agreement  for the purchase of land
and the  construction of a bottling and distribution  facility.  The estimated
total contractual  obligation is $3,350,000 and as of March 31, 2001, $353,577
has been paid for  expenditures  related to the new  facility and is reflected
in property,  plant and  equipment as  construction  in progress.  The Company
has received  commitment  agreements to provide financing for the new facility
from the Small Business  Administration  and a bank.  The two funding  sources
combined  have  agreed to  extend  credit in the  amount of  $2,835,000  for a
twenty year term, subject to other defined terms and conditions.

Note 7 - Stockholders' Equity

Stock Offering Costs

During  the  fourth  quarter of the fiscal  year  ended  March 31,  2000,  the
Company  aborted an attempt to complete a  secondary  public  stock  offering.
Prior to the fourth  quarter,  expenses  related to this  offering  were being
capitalized as an asset and accounted for as deferred  offering  costs.  Since
the offering was never consummated,  such costs were expensed and are shown as
$352,653 of aborted stock offering costs on the statement of operations.

During the fiscal year ended March 31, 2001, the Company made another  attempt
to complete  another  secondary  public stock  offering.  The offering was not
completed  and  $154,961  of  aborted  stock  offering  costs  is shown on the
statement of operations.

Stock Warrants

In connection with a private placement  completed during the fiscal year ended
March 31, 1999,  the Company  issued a warrant to purchase  30,000 and 250,000
shares of common  stock at $3.30 and  $11.00  per  share,  respectively.  Both
warrants are exercisable until expiration on April 22, 2003.

Stock Option Plan

On May 19, 1998, the Company  registered 875,000 shares of common stock of the
Company  pursuant to the 1997 stock option plan (the Plan).  The Plan provides
for the grant of stock options to employees,  directors and consultants of the
Company.  From  time to time,  the  board may grant  options  to  advance  the
interest of the Company.

The following table summarizes the stock options granted by the board:

                              Fair Market    Number of
  Number of                  Value at the     Options
   Options        Option        Date of     Outstanding     Vested
   Granted         Price        Grant        03/31/01       Options
------------   ------------ --------------  ------------ --------------

    498,000     $        2.75 $        2.75    489,000       247,600

     11,000     $        4.25 $        4.25      8,500         8,500

     61,000     $        3.88 $        3.88     60,500        18,500
 ----------                                 ----------    ----------

    570,000                                    558,000       274,600
 ==========                                 ==========    ==========

Note 7 - Stockholders' Equity (continued)

Stock Option Plan (continued)

The 283,400 unvested options, vest in accordance with the following schedule:

                                   Fiscal Year End
                                      Options            Number of
                                        Vest              Options
                                     -----------         -----------

                                         2002               84,100
                                         2003               89,300
                                         2004               56,000
                                         2005               25,000
                                         2006               14,000
                                         2007               15,000
                                                        ----------

                                                           283,400
                                                        ==========

Options  will  terminate  no later than the  expiration  of ten years from the
date of grant, subject to earlier termination due to termination of service.

The Company  has  adopted  the  disclosure-only  provisions  of  Statement  of
Financial   Accounting   Standards  No.  123,   "Accounting   for  Stock-Based
Compensation".  Accordingly,  no compensation cost has been recognized for the
stock option plans.

Had  compensation  cost for the  Company's  stock option plan been  determined
based on the fair  value at the  grant  date for  awards  consistent  with the
provisions  of SFAS No. 123, the  Company's  net loss and loss per share would
have been decreased to the pro forma amounts indicated below:

                                             For the Years Ended
                                                 March 31,
                                       --------------------------
                                           2001            2000
                                       -----------     ----------

Net loss - as reported ...........        (75,488)        (46,007)
Net loss - pro forma .............       (253,177)       (137,856)
Basic loss per share - as reported           (.02)           (.02)
Basic loss per share - pro forma .           (.08)           (.05)

The fair value of each option  grant is  estimated  on the date of grant using
the  Black-Scholes  option-pricing  model with the following  weighted-average
assumption:  dividend yield of 0%; expected volatility of 1%; discount rate of
5.0% and expected lives of 10 years.

Stock Options and Warrants

The weighted  average  remaining  contractual life of the options and warrants
is 68 months.  No options  were  exercised  during the years  ended  March 31,
2001 and 2000.  The  following  is a summary of options and  warrants  granted
and forfeited:


                                                                           Weighted
                                                                           Average
                                                 Weighted                  Exercise
                                                 Average                   Price of
                                                 Exercise     Currently   Options and
                                     Options     Price of    Exercisable  Warrants -
                                        and     Options and  Options and   Currently
                                     Warrants     Warrants    Warrants   Exercisable
                                  ------------- ----------- ------------ ------------


Outstanding March 31, 1999             773,000   $      5.44     391,000  $       8.07
  Granted                               11,000   $      4.25
  Forfeited                             (3,500)  $      3.39
                                      --------

Outstanding March 31, 2000             780,500   $      5.43     467,200   $      7.78
  Granted                               61,000   $      3.88
  Forfeited                             (3,500)  $     3.34
                                      --------

Outstanding March 31, 2001             838,000   $      5.33     554,600   $      6.56
                                      ========


Note 8 - Profit Sharing Plan

The  Company  has  adopted a 401(k)  profit  sharing  plan for its  employees.
Employees  become eligible to participate in the plan once they have completed
one year of service  and have  reached 21 years of age.  Contributions  by the
Company  and  employees  vest   immediately.   The  Company  matches  100%  of
employees  contributions  up to 3% of the  employees  gross  pay.  During  the
years  ended  March  31,  2001 and 2000,  the  Company  matched  approximately
$36,000  and  $34,000,  respectively.  No profit  sharing  contributions  were
approved  by the Board of  Directors  for the years  ended  March 31, 2001 and
2000.


Note 9 - Subsequent Event

Subsequent to year-end,  the Company granted options to purchase 18,000 shares
of the  Company's  common  stock at an exercise  price of $1.75  (fair  market
value at the date of grant) to  employees  of the  Company.  All options  were
fully vested at the date of grant.














Item 8.  Changes in and  Disagreements  with Accountants on Accounting
and 
Financial Disclosure.

There  have  been no  disagreements  between  the  Company  and its  independent
accountants  on any matter of  accounting  principles  or practices or financial
statement disclosure since the Company's inception.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons; 
Compliance with Section 16(a) of the Exchange Act.

The following table sets forth information with respect to directors,  executive
officers, and significant employees of the Company. Directors serve for one year
terms. Each director is also a nominee for election to the Board of Directors.

                                                                        Tenure as Officer
             Name               Age               Position(s)               or Director
---------------------------  ---------     -------------------------  ---------------------
      Douglas A. Larson*          46         President and Director       1986 to present
      Kevin M. Sipple             45         Vice President,              1986 to present
                                              Secretary and Director
      Jeremy S. Martin            46         Vice President and           1986 to present
                                              Director
      Robert E. Weidler           55         Vice President               1998 to present
      Cathleen M. Collins         32         Chief Financial Officer      1998 to present
      George J. Schmitt*          69         Director                     1998 to present
      Don P. Van Winkle*          44         Director                     1998 to present

        * Audit Committee

Douglas A. Larson was a co-founder of Eldorado and has been President of
Eldorado since 1991. Mr. Larson's  responsibilities  include corporate  strategy
and  administration  of  all  operating  activities  at  Eldorado.   Before  his
association   with   Eldorado,   Mr.  Larson  worked  as  a  stock  broker  with
Richey-Frankel  and Co. from 1981 to 1983 and with B.J. Leonard,  Inc. from 1980
to 1981. Mr. Larson holds a Bachelor of Science Degree in Business  Finance from
the University of Colorado.

Kevin M. Sipple was a co-founder of Eldorado and has served as Vice
President and Secretary of Eldorado  since 1991. Mr.  Sipple's  responsibilities
include management of the wholesale products division.  In addition,  he is also
responsible for quality control,  testing,  source  protection and is a licensed
Water Plant operator and manages the utility productions. Before his association
with  Eldorado,  Mr.  Sipple  worked for King  Soopers,  Inc. from 1972 to 1983,
serving in a variety of positions including inventory ordering and control.  Mr.
Sipple attended the University of Colorado from 1973 to 1977.

Jeremy S. Martin was a co-founder of Eldorado and has served as Vice
President since 1985. Mr. Martin's  responsibilities  include  management of the
sales and service  business.  In addition,  he is also  responsible  for special
event promotions and public relations. Before his association with Eldorado, Mr.
Martin was an independent  distributor for Sunasu  International,  a nutritional
products manufacturer. Mr. Martin holds a Bachelor of Science Degree in Business
from the University of Colorado.

Robert E. Weidler joined Eldorado in 1990 and has served as Production
Manager from 1991 to 1998.  Currently,  Mr.  Weidler is Vice  President  and his
responsibilities  include  inventory  management,  daily operations for finished
goods and conforming to safety standards,  health department standards and other
governmental  requirements.  Mr.  Weidler holds a Bachelor of Science  Degree in
Sociology from Michigan State University.

Cathleen M. Collins joined Eldorado in 1990 and has served as Assistant
Treasurer from 1991 to 1998.  Currently,  Ms. Collins is Chief Financial Officer
and her  responsibilities  include the  procurement  of financing  for growth of
operations  of Eldorado  as well as  overseeing  the  accounting  functions  for
Eldorado including the annual audit and corporate reporting. Ms. Collins holds a
Bachelor of Science Degree in Economics and a Masters of Business Administration
from the University of Colorado.

George J. Schmitt has been a director of Eldorado since December 1998.
From 1968 to 1996, Mr.  Schmitt was CEO and President of Hinckley &  Schmitt
Bottled Water Group.  Mr. Schmitt was a founding member of the American  Bottled
Water Association,  now called the International  Bottled Water Association,  in
1959 and was inducted into the Industry Hall of Fame in 1991.  Mr.  Schmitt is a
director of Eureka Bottled Water Co. and National Fuel Corporation.  Mr. Schmitt
holds a Bachelor of Arts degree from Dartmouth.

Don P. Van Winkle has been a director of Eldorado since December 1998.
From 1996 to  present,  Mr. Van Winkle  has served as  President  and CEO of Van
Winkle's IGA, a family owned six store retail  supermarket  chain in New Mexico.
From 1991 to 1996,  he resided in  Colorado  where he  provided  contract  chief
financial  officer  and  advisory  services to a wide range of  companies  which
included Eldorado. From 1980 to 1991, Mr. Van Winkle was a corporate banker with
the two largest Colorado based bank holding companies, formerly United Banks and
First National Bancorporation.  Mr. Van Winkle is a director of The Great Divide
Brewing Company in Denver, CO and Fresh Produce Sportswear, Inc. in Boulder, CO.
He  holds a  Bachelor  of  Science  Degree  in  Finance  from New  Mexico  State
University.

Family Relationships

There are no family relationships between any directors or executive officers of
the Company.

Item 10.  Executive Compensation.

The following table sets forth the compensation of Eldorado's President, Douglas
Larson and Vice  Presidents  Kevin Sipple and Jeremy  Martin for the fiscal year
ended March 31, 2001.

                                                                    Other Annual
Name and Principal Position           Salary           Bonus        Compensation
-----------------------------    -----------------  -----------  ------------------
Douglas Larson, President            $100,633           -              $15,713
Kevin Sipple, Vice President          100,568           -               10,249
Jeremy Martin, Vice President         100,741           -               12,517

Other annual  compensation in the table above includes totals for the year ended
March 31, 2001 for annual health care premiums, a 3% match for all contributions
to the 401(k) plan and a car allowance.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The  following  table sets forth  certain  data with respect to the only persons
known by the Company to be the beneficial  owners of more than five percent (5%)
of the  outstanding  shares of common  stock of the Company as of March 31, 2001
and for all Officers and  Directors as a group.  The persons  indicated  are the
sole beneficial owners of the stock and possess sole voting and investment power
with respect to the shares indicated.



                                          Number of    Percent
 Name and Address of Beneficial Owners      Shares      Owned

 Kevin M. Sipple......................       763,674      25.5%
 43 Fowler Lane
 Eldorado Springs, CO 80025

Douglas A. Larson.....................       786,673(1)   25.8%
12 Baldwin Circle
Eldorado Springs, CO 80025

Jeremy S. Martin......................       771,060      25.7%
2707 - 4th Street
Boulder, CO 80302

George J. Schmitt.....................        50,000       1.6%
11 Castle Pines N.
Castle Rock, CO 80104

Don P. Van Winkle.....................        25,000          *
1600 Indian Wells
Alamogordo, NM 88310

All Officers and Directors as a Group,     2,512,407      79.4%
7 persons (2).........................


(1)   Mr. Larsons's shares include options to buy 11,600 shares held by
      Mr. Larson's spouse.
(2)   The shares owned by all officers and directors as a group include
      options to buy 58,000 shares each held by Ms. Collins and Mr. Weidler.
* Less than one percent.

Item 12.  Certain Relationships and Related Transactions.

During the period covered by this Report,  there were no  transactions  in which
the amount  involved  exceeded  $60,000  between the Company and any director or
executive  officer or any security holder known to own more than five percent of
the  Company's  stock,  or any  immediate  family member of any of the foregoing
persons, and no such transactions are currently proposed.





Item 13.  Exhibits and Reports on Form 8-K.

None








                                   SIGNATURES

Pursuant to the  requirements  of  Sections  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company  has duly  caused  this  Report  to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                      ELDORADO ARTESIAN SPRINGS, INC.



                                      By:/s/ Douglas A. Larson
                                             Douglas A. Larson,
                                             President and Principal
                                             Executive Officer

Dated:  June 29, 2001

Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report is signed  below by the  following  persons on behalf of the Company
in the capacities and on the dates indicated.

     Name and Capacity                                              Date
     -----------------                                              ----

/s/ Douglas A. Larson                                          June 29, 2001
Douglas A. Larson, President
and Director

/s/ Kevin M. Sipple                                            June 29, 2001
Kevin M. Sipple, Vice-President,
Secretary and Director


/s/ Jeremy S. Martin                                           June 29, 2001
Jeremy S. Martin, Vice-President
and Director

/s/ George J. Schmitt                                          June 29, 2001
George J. Schmitt, Director


/s/ Don P. Van Winkle                                          June 29, 2001
Don P. Van Winkle, Director


/s/ Cathleen Collins                                           June 29, 2001
Cathleen Collins, Chief Financial Officer`