`SECURITIES AND EXCHANGE COMMISSION
                                   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, 2004
                                             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 Number 0-18235

                              ELDORADO ARTESIAN SPRINGS, INC.
                       (Exact name of business issuer in its charter)

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

                      1783 Dogwood Street, Louisville, Colorado 80027
                      ------------------------------------------------
                   (Address of principal executive offices and zip code)

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

              Securities registered pursuant to Section 12(g) of the Act: None

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

                          Common Stock, par value $.001 per share
                                      (Title of Class)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
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 requirement for the past 90 days. Yes [X] No[ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not 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. $7,669,426

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)
$4,493,243.

The number of shares  outstanding of the Issuer's Common Stock, $.001 par value,
was 2,995,495 on June 29, 2004.

                            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.



ITEM 1. BUSINESS.

The Company  bottles,  markets and  distributes  natural  spring water under the
Eldorado  Artesian Spring Water brand. The Company sells its products  primarily
in Colorado.

Industry Background

According  to Beverage  Marketing  Corporation,  the bottled  water  industry is
considered  by many  analysts to be the fastest  growing  major  category in the
beverage industry.  Total bottled water consumption on a per capita basis in the
United States  increased 88%, or 7.7 gallons,  from 1990 to 2000.  Bottled water
volume in the United  States  has grown to  approximately  6 billion  gallons in
2002. In 1990, retail sales value was  approximately  $2.6 billion and has grown
to  approximately  $6.0  billion  in 2002.  Bottled  water has been the  fastest
growing beverage category since 1993.

The bottled water industry is generally broken down into two segments: sparkling
and  non-sparkling  waters.  Non-sparkling  waters dominate the industry with an
estimated 91 percent share of total category volume. In addition,  non-sparkling
water accounts for 99% of the industry growth.

Bottled water has been marketed in the United States for over 100 years,  but it
really burst onto the beverage scene in the mid 1970's.  During this same period
of time,  the  American  populace  became  more  aware of the  deterioration  of
municipal  water  supplies  and the harmful  effects of both  contamination  and
chemical additives.  Further fuel to the water market was provided by the rising
health consciousness of people in general, as they turned away from high caloric
and  alcoholic  beverages in favor of products that are perceived as natural and
beneficial.  Bottled  water is perceived  by many  consumers as being a healthy,
natural,  beverage and this  perception has driven demand for this product among
many consumers.

Bottles  used for the  smaller  packaging,  typically  in sizes 1.5  liters  and
smaller,  are made of polyethylene  terephtalate (PET), a premium clear plastic.
These bottles are commonly  referred to in the beverage industry as PET bottles.
The  introduction of bottled water in convenience  packaging has recently driven
the explosive growth of the PET segment of the bottled water market. This market
has been driven by manufacturers who have begun bottling their water in smaller,
more portable sizes,  which are sold at retail and which are intended to fit the
active lifestyles of bottled water consumers.

The bottled water industry has also experienced recent periods of consolidation.
Industry  analysts  estimate that there are over 780 companies  competing in the
bottled water industry.  Larger multi-national companies such as Perrier, Groupe
Danone and Suntory Water Group have been active in  acquisitions of smaller more
regional  bottled water companies.  Within the last few years,  larger companies
such as Coca-Cola and Pepsi have been producing and marketing their own brands.

Company Background

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 spring  water 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 residential home, and an outdoor swimming pool
which are located on the property.

The Company  began  operations  by  delivery  of 5 gallon  bottles and rental of
equipment  to homes and  offices as well as 1 gallon  bottles to  retailers.  In
1994,  management  introduced the 1.5 liter bottle which was followed,  in 1995,
with the 1.0 and 0.5 liter  bottles.  Eldorado  introduced  its PET  bottles  to
grocery  retailers and these  products have gained market share among the larger
retail grocery chains.

During the fiscal year ended 2001,  to  accommodate  the growing  demand for the
Company's  bottled spring water products,  the Company entered into an agreement
for the purchase and construction of a new warehouse facility in Louisville, CO.
The new facility was completed in August 2001 and the Company  began  operations
out of the new facility at that time.  The Company  continues to bottle the same
natural spring water that emanates from the source in Eldorado Springs, CO.

The Company  also  leased  additional  high speed  bottling  equipment  that was
installed at the new facility. By utilizing the new equipment and the additional
warehouse,  bottling  and  office  space the  Company  has been able to  realize
benefits in increased  bottling  speeds as well as  efficiencies in transporting
and storing of raw materials and finished goods.

Water Source and Bottling

The sources of the natural spring water used by the Company are springs  located
on property owned by the company in Eldorado Springs, CO. The Company is located
at the  base  of a six  hundred  foot  deep  canyon  in  Eldorado  Springs,  CO.
Furthermore, Eldorado Springs is surrounded by hundreds of acres of local, state
and federal parkland.

When the  Company  purchased  the  mountain  property  in 1983,  included in the
purchase  price were  certain  water rights for  Eldorado  Springs.  These water
rights are  relatively  junior to other water rights in the South  Boulder Creek
and South Platte Basins.  The Company has the right to  beneficially  use all of
the water which  emanates from the springs in  accordance  with its water rights
unless  there is a more senior  call on the water.  A senior call might occur in
the winter or when  runoff is low and  insufficient  to meet the water  needs of
more senior water users below  Eldorado  Springs.  Because of Colorado's  recent
drought  conditions,  the  possibility of a senior call has increased.  For many
years the Company had  enrolled  its water  rights in a  substitute  supply plan
approved  by the State  Engineer  which  served to protect the  Company's  water
supply in the event of a senior call.

As of  January 1, 2003 the State  Engineer  is no longer  authorized  to approve
substitute  supply  plans of the nature in which the Company was  enrolled.  The
Company has filed  application for a temporary  supply plan to protect its water
supply  pending  the Water  Court's  review of an  application  for a  permanent
augmentation  plan. The Company is also pursuing  other possible  supply sources
for use in augmenting the stream flows as a result of the Company's  withdrawals
of water.  There is no assurance  that any of the  applications  or  alternative
arrangements  being  sought by the Company will be  approved.  If the  Company's
application  for  temporary  supply plan or permanent  augmentation  plan is not
approved and a senior call on the  Company's  water  supply is made,  this would
result in a significant  negative  financial impact on the Company.  The Company
will also incur  significant  expenses in connection  with its efforts to obtain
approval  of  these  plans.  In  the  event  of  the  approval  of  a  permanent
augmentation  plan, the Company will also incur additional  expenses  associated
with its required purchase of additional water rights.

Water is produced at two springs and eleven wells on the Company's property. The
well heads are in close  proximity  to the fill  station.  The  source  water is
bacteria-free as it emanates from the source, and nothing is added to or removed
from the water  during the  bottling  process.  The  product is packaged in high
quality plastic bottles, and each one is sealed with a tamper evident cap.

In Eldorado Springs,  the water is loaded into stainless steel tanker trucks and
transported  to the  new  bottling  facility  in  Louisville,  CO.  Once  at the
facility, the water is transferred into stainless steel tanks until bottled. The
Company  installed all  stainless  steel piping in the new facility and monitors
quality  on a  regular  basis to  assure  the  highest  quality  products.  As a
safeguard to any contamination, the water passes through a protective filter and
an ultra-violet light.

Products

The Company is principally in the business of selling  bottled  artesian  spring
water.  Sales of the Company's water have historically been made by selling five
gallon and three gallon bottles of water  directly to home and business,  retail
grocery stores and distributors located in Colorado.  The Company also sells its
water at  wholesale  to retail  food  stores  (grocery  chains)  packaged in the
smaller, more convenient sizes, which are suitable for retail distribution.  The
Company owns and operates a resort on its property  during the summer months and
rents a single-family  home. The Company's water bottling  operation account for
98% of the Company's revenues.

Sales and Distribution

The Company sells its bottled  artesian spring water into two distinct  segments
of the market for bottled water.

Home/Commercial Delivery Business

Direct delivery of bottled water to homes and businesses has  historically  been
the focus of the  Company's  business.  The  Company's  bottled  water  delivery
business  primarily  consists  of the  sale  of five  gallon  and  three  gallon
containers  of water to customers who lease water  dispensers  from the Company.
The Company  delivers these bottles directly to customers using its trucks owned
or leased by the Company. The Company's delivery sales are made primarily in the
Denver/Boulder  metropolitan  area (but also include selected other cities along
the front range).  As of March 31, 2004,  the Company had  approximately  13,500
active  delivery  accounts  and the  delivery  business  currently  accounts for
roughly 70% of the Company's  revenues.  Of the five and three gallon  accounts,
approximately 68% were home accounts and 32% were commercial establishments.

PET Packaging/Retail Distribution Business

The PET business  consists  principally  of the  wholesale  distribution  of the
Company's  PET  products to grocery  store chains with  operations  primarily in
Colorado.  The Company uses its own trucks to deliver its PET water  products to
grocery customers  warehouses in the Denver  metropolitan  area. From there, the
water is shipped to customers' grocery stores throughout Colorado.  In addition,
because some of the grocery customers warehouse  distribution extends beyond the
State of Colorado,  the Company obtains some  distribution  at these  customers'
grocery stores which are located in New Mexico, Wyoming,  Kansas, Utah, Oklahoma
and Texas.

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 the
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 a sponsor of
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.  While the Company  could lose
rights to spring water,  the Company does not foresee any disruption in the flow
of the spring water. The Company currently sources all of its raw materials from
outside vendors.  Suppliers of the bottles have experienced  seasonal  shortages
resulting from resin shortages.  Changes in the supply of the bottles can affect
the prices.  The Company  tries to mitigate  possible  shortages by  maintaining
sufficient inventory safety stocks so as not to interrupt production.

Seasonality

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 from May to September and the low winter months.

Competition

The bottled water industry has numerous competitors.  Generally, the industry is
made up of a few large companies (who own multiple  brands),  smaller  companies
whose  products  are  distributed  only on a  regional  or local  basis and some
private  label  brands.  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's competitors in the
local  Denver/Boulder  area for home and office  delivery  include Deep Rock and
Sierra Springs. The Company also competes in the retail area for the smaller PET
packages with products  including  Aquafina,  Evian,  Deep Rock and Dasani.  The
Company is a smaller regional company compared to the competitors as most of its
products  are sold in  Colorado.  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.

Government Regulation

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.  Compliance  with the standards and  regulations  above do not require
material expenditures.

Employees

As of March 31,  2004,  the Company had 72 full-time  employees  and 5 part-time
employees.  During the summer  months,  the  Company  employs  approximately  14
seasonal employees for the operation of the pool.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company owns property in two locations.

Eldorado Springs, Colorado

The Company owns  approximately 24 acres of land in Eldorado Springs,  Colorado.
The buildings owned by the Company total  approximately  12,000 square feet. The
Company uses this  warehouse  space for the fill station for the spring water as
well as for storage of products from time to time. The Company also continues to
use office  space next to the  warehouse.  As part of the  property  in Eldorado
Springs,  the Company owns the wells and springs thereon,  and the water rights.
The Company owns an outdoor  swimming  pool which is operated  during the summer
months.  Virtually  all of the  Company's  property  in  Eldorado  is pledged as
collateral on Company loan balances.

Louisville, Colorado

In August 2001,  the Company  purchased a new facility in  Louisville,  Colorado
located  approximately  10 miles from  Eldorado  Springs.  This new  facility is
approximately  40,000  square feet.  The Company  utilizes  approximately  9,000
square feet for office  space.  The new  facility  also  serves as the  bottling
facility and warehouse space for raw and finished  materials.  The building sits
on 6.6 acres owned by the Company.  The new facility was financed  through a SBA
loan and traditional bank financing.


ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was  submitted  to a vote of our  security  holders  during the fourth
quarter of the fiscal year covered by this report.

                                          PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Eldorado's  common  stock is  traded in the  over-the-counter  market on the OTC
Bulletin  Board.  The quotations  presented below reflect  inter-dealer  prices,
without  retail  mark-up,  mark-down  or  commissions  and may  not  necessarily
represent actual transactions. The following table sets forth the periods shown,
the quotations for the common stock:


Calendar 2004                                    High    Low
 First Quarter through March 31, 2004            $1.10   $0.80

Calendar 2003
 First Quarter through March 31, 2003            $1.75   $1.40
 Second Quarter through June 30, 2003            $1.50   $1.40
 Third Quarter through September 30, 2003        $2.00   $1.40
 Fourth Quarter through December 31, 2003        $1.50   $0.70

Calendar 2002
 First Quarter through March 31, 2002            $1.75   $1.40
 Second Quarter through June 30, 2002            $4.00   $2.00
 Third Quarter through September 30, 2002        $2.15   $1.75
 Fourth Quarter through December 31, 2002        $1.85   $1.25

The Company had 195 record owners of the Common Stock as of June 29, 2004.

No dividends  have been declared or paid to date on the Company's  common stock,
and the Company does not anticipate paying dividends in the foreseeable  future.
The  Company  follows  a  policy  of cash  preservation  for  future  use in the
business.

                                                                      Number of
                                                                      securities
                                                                 remaining available
                            Number of                            for future issuance
                         securities to be                            under equity
                           issued upon        Weighted-average    compensation plans
                           exercise of       exercise price of        (excluding
                           outstanding      outstanding option,       securities
                        options, warrants   warrants and rights  reflected in column
    Plan category         and rights (a)            (b)                (a)) (c)

Equity compensation
plans approved by
security holders             875,000                 2.82              264,500

Equity compensation
plans not approved by
security holders                  -                    -                    -
                             -------              -------              ------

Total                        875,000                 2.82              264,500
                             =======              =======              =======



ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Results of Operations

Performance Overview - Recent Trends

Net income  declined  from fiscal year 2003 to fiscal  year 2004.  In  addition,
operating  expenses  for fiscal  year 2004 have been  affected by  increases  in
general and administrative  costs as well as selling and delivery costs for home
and office  delivery  accounts.  The Company has managed  costs of goods and has
been able to decrease  costs for some materials  while  experiencing a change in
the mix of products sold due to consumer demands.

The Company has experienced  increased  competition  from larger water companies
and this has  resulted  in lower  average  selling  prices in the  major  retail
chains.  The Company  continues to seek other  distribution  avenues in order to
increase  sales of the PET  products.  In  addition,  the Company  continues  to
utilize  advertising  and  promotional  budgets  to  help  promote  the  various
products.  The economy has had a negative effect on sales in the home and office
segment of the business  resulting in fewer delivery customers and reduced sales
to existing companies. The Company has been pursuing ways to offer more sizes of
the  products  off of our own  delivery  vehicles to increase  sales to existing
customers.

Increased  costs  associated with  insurance,  maintenance of the facility,  and
increased property taxes have resulted in higher operating expenses.

The  Company  continues  to have a positive  cash flow from  operations  and has
allowed the Company to continue  to service  debt and acquire  additional  fixed
assets.

Results of this fiscal year have not altered our strategic  direction.  Although
the Company has  experienced  a downturn in growth of the  business,  we believe
that we are in a  position  to  continue  to grow in the  markets  we  presently
service by offering  additional  sized  products and utilizing  advertising  and
promotional  budgets  for  promoting  the  product.  We will  continue to pursue
additional business in new and emerging markets.

Year Ended March 31, 2004 Compared to Year Ended March 31, 2003

Sales

Revenues  for the  year  ended  March  31,  2004  were  $7,669,426  compared  to
$7,915,110 for the same period ended March 31, 2003, a decrease of 3.1%.

Sales of the five and three  gallon  products  used in the delivery to homes and
offices were 59% of sales and decreased from $4,562,639 in 2003 to $4,497,902 in
2004, a decrease of $64,737 or 1.4%.  Sales of other products,  including rental
of dispensers used in the home and office delivery, decreased to $912,690 or 12%
of sales in 2004 from $949,389 or 12% of sales in 2003, a decrease of 3.9%.  The
decrease  in this  segment is due in large part to the  decrease  in  dispensers
purchased by customers and the competition  from markets  selling  dispensers in
the retail  outlets.  In addition,  the decrease is due to the decrease in usage
per customer as customers are subsidizing their usage with products purchased at
the retail  level.  The Company  continues  to rent  dispensers  to the home and
office  delivery  accounts.  In  addition,  during 2004 the Company  added a new
filter division to meet the changing demands of certain  customers.  The Company
continues to pursue new accounts for this market. Currently, the filter division
has annual rental of approximately $25,000.

Sales  of the  Company's  PET  products  (.5  liter,  24 oz and 1  liter  sizes)
represented  17.6% of sales for 2004 and  18.0% of sales for 2003 or  $1,353,097
and $1,427,797,  respectively. This represented a decrease of 5.2%. The decrease
in the PET revenue is due to the inability of the Company to compete effectively
with  respect to pricing,  as  intensified  competition  from  larger  companies
continues to drive retail prices downward. Total unit sales for the PET products
decreased 3% from the 2003 to 2004. The Company's gallon size products were 9.2%
of sales or $706,937 in 2004  compared to $799,694 in 2003, a decrease of 11.6%.
The decrease in revenues of the gallon sized  package is  attributable  to a 17%
decrease in unit volume but with a slightly higher average selling price.

Gross Profit/Cost of Goods Sold

Cost of goods  sold for 2004 were  $1,179,304,  or 15.4% of sales,  compared  to
$1,411,590 or 17.8% of sales for 2003.  The decrease in cost of goods sold, as a
percentage of sales,  compared to the prior year is attributable to the decrease
in sales of the smaller retail products.  The smaller products cost more because
the products require more material, therefore a drop in volume of those products
produces  a drop in the  overall  cost of goods.  The home and  office  products
require  lower  bottling  costs  because  of the  larger  sizes and  re-fillable
bottles.

Gross profit increased from $6,503,520,  or 82.2% of sales in 2003 to $6,490,122
or 84.6% of sales for 2004. Overall,  gross profit decreased 0.2% from the prior
year.  The  increase in gross  profit as a percent of sales is due to  increased
average  sales prices of the products with greater gross margins and the drop in
volume of products  with the lowest gross  margins  combined  with lower cost of
goods.

Operating Expenses

Total  operating  expenses  increased to $6,432,552  in 2004 from  $6,225,620 in
2003,  an  increase  of  $206,932,  or 3.3%.  Of the total  operating  expenses,
salaries and related expenses  decreased 0.6% to $2,979,159 in 2004, or 38.8% of
sales,  from $2,996,145 in 2003, or 37.9% of sales. The Company has maintained a
stable workforce and continues to work towards  increasing the level of new Home
& Office delivery accounts needed to produce the desired gain in total accounts,
net of  customers  terminating  service.  The  decrease in salaries  and related
expenses  was  not as much as the  decrease  in  sales  due to the  addition  of
positions  related to water delivery for the retail accounts and the addition of
the filter department.

Administrative  and  general  expenses  increased  15.8% for 2004.  One area the
Company has  experienced  an increase was in cost for  insurance.  The Company's
cost for insurance has increased 28% in 2004 compared to the previous year. Also
the Company's  property taxes  increased 31% from 2003 to 2004. The Company also
experienced  increased  expenses related to drought  conditions and water rights
primarily  for legal  fees and  engineering  work.  Due to the  downturn  in the
economy  during the fiscal year ended  2004,  the Company had an increase in bad
debts from less than 1% during  2003 to just over 1% during  2004.  Repairs  and
maintenance  expenses  also  increased  due to  the  increased  requirements  of
servicing the locations in Eldorado Springs and Louisville.

Delivery  expenses  increased  20.5%  for  2004.  This  increase  is  due to the
increased need for additional  leased vehicles for the home and office delivery.
The need for additional vehicles occurred during the summer months. In addition,
the  Company  has added  vehicles  to the fleet in order to  service  the larger
retail chains directly.

Advertising  and  promotion  expenses  decreased  11.6% for 2004 compared to the
previous year. For 2004,  advertising and promotion  expenses were 8.7% of sales
compared to 9.6% of sales for 2003.  The  decrease is  primarily  related to the
increase in sales  volume and greater  selectivity  in choosing  which venues to
advertise.  Given the  competitive  nature of the bottled  water  industry,  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.

Depreciation  and  amortization  decreased  2.9%  for  2003.   Depreciation  and
amortization  for  2004  and 2003 was  7.2% of  sales.  The  Company's  need for
additional equipment has decreased and some equipment has reached the end of its
life.

Interest, Taxes and Other Expenses

Interest  expense  decreased 15% to $206,644 in 2004, from $243,027 in 2003. The
decrease in interest is due to the declining interest rates on the variable rate
notes owed by the Company.

The Company had a net loss before taxes of $118,715 for fiscal 2004  compared to
net income  before  taxes of $64,896  for fiscal  2003.  The net loss in taxable
income resulted in a decrease in income tax expense from 2003 to 2004.

The Company had a net loss after taxes of $85,446 in 2004 compared to net income
of $43,651 in 2003 or a decrease of $129,097. The Company recorded a tax benefit
of $33,269 for 2004 compared to tax expenses of $21,245 for 2003.

Liquidity and Capital Resources

Trade accounts receivable for the year ended March 31, 2004 were 5% less than at
year ended March 31, 2003.  This resulted from the 3.1% decrease in revenues for
the year ended  March 31, 2004 and the  increased  expense  associated  with bad
debts  due  to  declining  economic  conditions.   Days  sales  outstanding  was
approximately 37 days for March 31, 2004 and 40 days for March 31, 2003.

Cash flows from  operating  activities  had a net inflow of  $437,912.  The cash
provided  from  operating  activities  represents a decrease of $76,341 from the
prior year.  The decrease in cash flow from  operations  is primarily due to the
decrease in operating  income.  The largest  reconciling item between net income
and  net  cash  flow  from  operations  was the  $551,853  of  depreciation  and
amortization.

Cash flows from investing activities resulted in a net outflow of $244,997. This
total represents  expenditures on equipment,  principally electric water coolers
that are rented to delivery customers.

Cash flows from financing activities resulted in a net outflow of $188,430.  The
Company made  payments on long term debt of $288,430 and received  $100,000 from
the outstanding line of credit.

The Company's cash balance at March 31, 2004 increased by a net amount of $4,485
from March 31, 2003.  Because of the net cash  provided by operating  activities
the Company was able to utilize cash in other areas,  primarily  the payments on
long-term debt and purchases of equipment.

The Company is in compliance with its financial covenants for its long-term debt
agreements  with U.S Bank and the Bank of Cherry Creek.  The Company has line of
credit with the Bank of Cherry Creek for $500,000. The line of credit is due for
renewal on June 30, 2004. Management believes the line of credit will be renewed
when  due.  The  Company  has  no  other   material   commitments   for  capital
expenditures.

During the year ended March 31, 2002,  the Company  entered into an agreement to
sell certain parcels of real estate to two senior  executives of the Company for
a total of $900,000.  The Company  received cash from the sale of $500,000.  The
Company also provided 60 month carry back financing on $400,000 with interest at
7.5% that has been  recorded  as notes  receivable  related  party and  includes
$65,290 of accrued  interest  at March 31,  2004.  The  collateral  on the notes
receivable  included  a junior  deed of trust on the  properties  and  shares of
common  stock.  During the year ended  March 31,  2003,  the Board of  Directors
determined  that 250,000  shares of common  stock of the Company was  sufficient
collateral and released the junior deed of trust on the properties. During 2002,
the Company  recognized a gain on the real estate sales of $519,937 and deferred
an additional $357,544 of gain as required by the terms of the carry back note.

In July 2001,  when the Board of Directors  authorized the  aforementioned  real
estate transactions, the Company also authorized the sale of certain real estate
at the then fair value to another officer of the Company. Because of county land
approval  processes and associated  delays, the officer's option to purchase the
real estate has been extended through September 26, 2007.

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, 2004,  589,500  options were  outstanding,  of which 535,500 are fully
vested and exercisable.

Other Recent Accounting Developments

In December 2003, the FASB issued FASB Interpretation  Number 46-R ("FIN 46-R"),
Consolidation of Variable  Interest  Entities.  FIN 46-R, which modifies certain
provisions  and  effective  dates of FIN 46,  sets forth  criteria to be used in
determining  whether an  investment  in a  variable  interest  entity  should be
consolidated.  These  provisions  are  based on the  general  premise  that if a
company controls another entity through  interests other than voting  interests,
that company should consolidate the controlled entity. The Company believes that
there are  currently  no material  arrangements  that meet the  definition  of a
variable interest entity which would require consolidation.

In May 2003,  SFAS 150,  "Accounting  for  Certain  Financial  Instruments  with
Characteristics  of both  Liabilities  and Equity",  was issued.  This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously classified as equity. Generally, a financial instrument, whether
in the form of shares or otherwise,  that is mandatorily redeemable,  i.e., that
embodies  an  unconditional  obligation  requiring  the  issuer  to redeem it by
transferring its shares or assets at a specified or determinable date (or dates)
or upon an event that is certain to occur, must be classified as a liability (or
asset in some  circumstances).  In some cases,  a financial  instrument  that is
conditionally  redeemable  may  also be  subject  to the  same  treatment.  This
Statement does not apply to features that are embedded in a financial instrument
that is not a derivative (as defined) in its entirety. For public entities, this
Statement is effective for financial  instruments entered into or modified after
May 31, 2003.  The adoption of SFAS 150 does not affect the Company's  financial
position or results of operations.

On March 31, 2004, the FASB issued an Exposure Draft,  Share-Based  Payment,  an
Amendment  of FASB  Statements  No. 123 and 95. The  Exposure  Draft  covers the
accounting for  transactions in which an enterprise  pays for employee  services
with share-based  payments including employee stock options.  Under the Exposure
Draft, all share-based  payments would be treated as other forms of compensation
by  recognizing  the related costs  generally  measured as the fair value at the
date of grant in the income statement.


Item 7.  Financial Statements.
------   --------------------



                              ELDORADO ARTESIAN SPRINGS, INC.


                                     Table of Contents
                                     -----------------


Independent Auditors' Report

Financial Statements

      Balance Sheet

      Statements of Operations

      Statement of Changes in Stockholders' Equity

      Statements of Cash Flows

Notes to Financial Statements






                                INDEPENDENT AUDITORS' REPORT



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, 2004, and the related statements of operations,  changes in
stockholders' equity and cash flows for the years ended March 31, 2004 and 2003.
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 the standards of the Public  Company
Accounting Oversight Board (United States). 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.
as of March 31, 2004,  and the results of its  operations and its cash flows for
the years ended March 31, 2004 and 2003 in conformity with accounting principles
generally accepted in the United States of America.



                                             Ehrhardt Keefe Steiner & Hottman PC

May 20, 2004
Denver, Colorado




                              ELDORADO ARTESIAN SPRINGS, INC.
                                       Balance Sheet
                                       March 31, 2004

                                           Assets
Current assets
  Cash                                                                 $     153,639
  Accounts receivable - trade, net                                           785,949
  Accounts receivable - other                                                 18,207
  Inventories                                                                219,767
  Prepaid expenses                                                            37,048
  Deferred tax asset                                                          35,725
                                                                       -------------
      Total current assets                                                 1,250,335
                                                                       -------------

Non-current assets
  Property, plant and equipment, net                                       4,835,269
  Notes receivable, related party                                            465,290
  Water rights, net                                                           88,064
  Deposits                                                                    41,205
  Other, net                                                                  81,454
                                                                       -------------
      Total non-current assets                                             5,511,282
                                                                       -------------

Total assets                                                           $   6,761,617
                                                                       =============

                            Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                                                     $     305,441
  Accrued expenses                                                           357,456
  Customer deposits                                                           71,970
  Line of credit                                                             100,000
  Current portion of capital lease obligations                               110,006
  Current portion of long-term debt                                          150,900
                                                                       -------------
      Total current liabilities                                            1,095,773
                                                                       -------------

Non-current liabilities
  Long term debt, less current portion                                     3,348,801
  Capital lease obligations, less
    current portion                                                           27,704
  Deferred tax liability                                                     229,407
  Deferred gain on the sale of real estate                                   357,544
                                                                       -------------
      Total non-current liabilities                                        3,963,456
                                                                       -------------
      Total liabilities                                                    5,059,229
                                                                       -------------

Commitments and contingency

Stockholders' equity
  Preferred stock, par value $.001 per share;
   10,000,000 shares authorized; 0  shares
   issued and outstanding                                                         -
  Common stock, par value $.001 per share;
   50,000,000 shares authorized; 2,995,495 shares
   issued and outstanding                                                      2,995
  Additional paid-in capital                                                 984,656
  Retained earnings                                                          714,737
                                                                       -------------
      Total stockholders' equity                                           1,702,388
                                                                       -------------

Total liabilities and stockholders' equity                             $   6,761,617
                                                                       =============

                             See notes to financial statements.



                              ELDORADO ARTESIAN SPRINGS, INC.

                                  Statements of Operations


                                                              For the Years Ended
                                                                   March 31,
                                                         ---------------------------
                                                              2004          2003
                                                         -------------  -------------

Revenues
  Water and related                                      $   7,574,670 $   7,804,857
  Rentals                                                       11,900         4,129
  Pool                                                          82,856       106,124
                                                         ------------- -------------
      Total revenues                                         7,669,426     7,915,110

Cost of goods sold                                           1,179,304     1,411,590
                                                         ------------- -------------

Gross profit                                                 6,490,122     6,503,520
                                                         ------------- -------------

Operating expenses
  Salaries and related                                       2,979,159     2,996,145
  Administrative and general                                 1,497,019     1,293,233
  Delivery                                                     734,269       609,388
  Advertising and promotions                                   670,253       758,522
  Depreciation and amortization                                551,852       568,332
                                                         ------------- -------------
      Total operating expenses                               6,432,552     6,225,620
                                                         ------------- -------------

Income from operations                                          57,570       277,900
                                                         ------------- -------------

Other income (expense)
  Interest income                                               30,359        30,023
  Interest expense                                            (206,644)     (243,027)
                                                         ------------- -------------
      Total other income (expense)                            (176,285)     (213,004)
                                                         ------------- -------------

(Loss) income before income taxes                             (118,715)        64,896
                                                         ------------- -------------

Income tax benefit (expense)
  Current                                                        7,362       (60,329)
  Deferred                                                      25,907        39,084
                                                         ------------- -------------
      Total income tax benefit (expense)                        33,269       (21,245)
                                                         ------------- -------------

Net (loss) income available to common shareholders       $     (85,446)$      43,651
                                                         ============= =============

Basic weighted average common shares outstanding             2,995,495     2,995,495
                                                         ============= =============

Basic (loss) income per common share                     $      (0.03) $        0.01
                                                         ============= =============

Diluted weighted average common shares outstanding           2,995,495     2,995,495
                                                         ============= =============

Diluted (loss) income per common share                   $      (0.03) $        0.01
                                                         ============= =============

                             See notes to financial statements.



                              ELDORADO ARTESIAN SPRINGS, INC.

                        Statement of Changes in Stockholders' Equity
                        For the Years Ended March 31, 2004 and 2003



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

Balance - March 31, 2002   2,995,495  $    2,995 $   984,656  $  756,532   $1,744,183

Net income                        -           -           -       43,651       43,651
                         ------------------------------------------------------------

Balance - March 31, 2003   2,995,495       2,995     984,656     800,183    1,787,834

Net loss                          -           -           -     (85,446)      (85,446)
                         ------------------------------------------------------------

Balance - March 31, 2004
                           2,995,495 $     2,995 $   984,656 $   714,737   $1,702,388
                         ============================================================

                       See notes to financial statements.



                               ELDORADO ARTESIAN SPRINGS, INC.

                                  Statements of Cash Flows

                                                              For the Years Ended
                                                                   March 31,
                                                         ---------------------------
                                                              2004          2003
                                                         ------------- -------------
Cash flows from operating activities
  Net (loss) income                                      $    (85,446) $      43,651
                                                         ------------- -------------
  Adjustments to reconcile net (loss) income to
   net cash provided by operating activities
   Depreciation and amortization                               551,853       568,332
   Accrued interest on related party note receivable          (30,000)      (30,000)
   Deferred income taxes                                      (25,907)      (39,084)
   Changes in assets and liabilities
     Accounts receivable                                        35,168      (54,315)
     Inventories                                                12,436      (31,629)
     Prepaid expenses                                              784       (6,602)
     Deposits                                                        -      (18,294)
     Accounts payable                                         (62,841)        40,209
     Accrued expenses                                           98,478        51,699
     Income taxes payable                                     (58,807)      (25,566)
     Customer deposits                                           2,194        15,852
                                                         ------------- -------------
                                                               523,358       470,602
                                                         ------------- -------------
      Net cash provided by operating activities                437,912       514,253
                                                         ------------- -------------

Cash flows from investing activities
  Purchase of property, plant and equipment                  (244,997)     (128,533)
  Interest payments received on notes receivable -
   related party                                                    -         12,210
                                                         ------------- -------------
      Net cash used in investing activities                  (244,997)     (116,323)
                                                         ------------- -------------

Cash flows from financing activities
  Net proceeds from line of credit                             100,000             -
  Payments on long-term obligations                          (288,430)     (328,535)
                                                         ------------- -------------
      Net cash used in financing activities                  (188,430)     (328,535)
                                                         ------------- -------------

Net increase in cash                                             4,485        69,395

Cash - beginning of year                                       149,154        79,759
                                                         ------------- -------------

Cash - end of year                                       $     153,639 $     149,154
                                                         ============= =============

Supplemental disclosure of cash flow information

      Cash paid during the year for interest was $206,644 (2004) and $243,027 (2003).

      Cash paid during the year for income taxes was $60,018 (2004) and $84,373 (2003).

Supplemental disclosure of non-cash activity:

      During 2003, equipment was acquired through capital leases of  $187,507.


                       See notes to financial statements.



                        ELDORADO ARTISIAN SPRINGS, INC.

                         Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies

Eldorado  Artesian  Springs,  Inc., (the "Company"),  is a Colorado  corporation
which  primarily  sells bottled  Artesian  spring water from springs  located in
Eldorado Springs,  Colorado 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 who are
located in Colorado. The Company's bottling and distribution facility is located
in Louisville, Colorado.

Concentrations of Credit Risk

The Company  maintains  cash in bank  accounts  that may, at times,  exceed FDIC
insurance limits.  Financial instruments  potentially  subjecting 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 customers in order to minimize credit risk.

Inventories

Inventories  consist  primarily of water bottles and packaging and are stated at
the lower of cost or market,  determined  using the first-in,  first-out  method
(FIFO).

Deposits

Deposits consist primarily of deposits related to the purchase of equipment.

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,  ranging from 3 to 7 years.  Buildings and improvements
are depreciated using the  straight-line  method over the estimated useful lives
for owned assets, ranging from 15 to 39 years. Equipment under capital leases is
valued at the lower of fair  market  value or net  present  value of the minimum
lease  payments at inception of the lease.  Depreciation  is provided  utilizing
lease terms for leasehold improvements and equipment under capital leases.

Water Rights

Water rights are recorded at cost and are  amortized  on a  straight-line  basis
over 40 years.

Other Assets

Other  assets  consist of customer  lists,  loan fees and other costs which have
been recorded at cost and are being amortized on the straight-line  basis over 5
to 40 years.

Accounts Receivable

The Company extends  unsecured credit to its customers in the ordinary course of
business.  At the time the  accounts  receivable  are  originated.  The  Company
considers a reserve for doubtful accounts based on the  creditworthiness  of the
customer.  The provision for uncollectible  amounts is continually  reviewed and
adjusted to  maintain  the  allowance  at a level  considered  adequate to cover
future  losses.  The allowance is  management's  best estimate of  uncollectible
amounts and is determined based on historical performance that is tracked by the
Company on an ongoing basis.

Long-Lived Assets

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in circumstances  indicate that the carrying amount of the asset may not
be recovered.  The Company looks primarily to the undiscounted future cash flows
in its assessment of whether or not long-lived assets have been impaired.

Customer Deposits

Customer deposits consist primarily of deposits on bottles and equipment.

Stock Based Compensation

The Company has adopted both SFAS 123 "Accounting for Stock-Based Compensation,"
which requires  disclosure of the fair value and other  characteristics of stock
options, and SFAS 148 "Accounting for Stock-Based  Compensation - Transition and
Disclosure,"  which requires more prominent  disclosure  about the effects of an
entity's accounting policy decisions with respect to stock-based compensation on
reported net income.  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).   Accordingly,   no
compensation   cost  has  been  recognized  for  the  stock  option  plans.  Had
compensation  cost for the Company's  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 income,  basic and diluted  income per common share
would have been changed to the pro forma amounts indicated below:

                                                             For the Years Ended
                                                                   March 31,
                                                         --------------------------
                                                             2004         2003
                                                         --------------------------

Net (loss) income - as reported                          $   (85,446) $      43,651
Net (loss) income - pro forma                            $   (94,659) $    (48,432)
Basic (loss) income per common share - as reported       $      (.03) $         .01
Basic (loss) income per common share - pro forma         $      (.03) $       (.02)
Diluted (loss) income per common share - as reported     $      (.03) $         .01
Diluted loss per common share - proforma                 $      (.03) $       (.02)

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 assumptions used:

                                                            For the Years Ended
                                                                  March 31,
                                                         -------------------------
                                                              2004          2003
                                                         -------------------------

Approximate risk free rate                                    4%            4%
Average expected life                                      10 years      10 years
Dividend yield                                                0%            0%
Volatility                                                    1%            1%
Estimated fair value of total options granted               $9,213        $92,083

Basic and Diluted Earnings Per Common Share

In accordance  with FAS 128  "Earnings per Share," basic  earnings per share are
computed by dividing net income by the number of weighted  average common shares
outstanding  during the year. Diluted earnings per share is computed by dividing
net income by the number of weighted  average common shares  outstanding  during
the year,  including  potential  common shares,  which  consisted of options and
warrants to purchase the Company's common stock.

Fair Value of Financial Instruments

The  carrying  amounts of financial  instruments  including  cash,  receivables,
accounts  payable and accrued expenses  approximated  fair value as of March 31,
2004 because of the relatively short maturity of these instruments.

The carrying  amounts of notes receivable and long-term debt  approximates  fair
value  as of  March  31,  2004  because  interest  rates  on  these  instruments
approximate market interest rates.

Revenue Recognition

Revenue is  recognized  on the sale of 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.

Advertising Costs

The Company expenses advertising costs as incurred.  Advertising expense for the
years ended March 31, 2004 and 2003 were $670,253 and $758,522, respectively.

Comprehensive Income

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities, disclosures 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.

Reclassifications

Certain  amounts in the 2003  financial  statements  have been  reclassified  to
conform to the 2004 presentation.

Recently Issued Accounting Pronouncements

In December 2003, the FASB issued FASB Interpretation  Number 46-R ("FIN 46-R"),
Consolidation of Variable  Interest  Entities.  FIN 46-R, which modifies certain
provisions  and  effective  dates of FIN 46,  sets forth  criteria to be used in
determining  whether an  investment  in a  variable  interest  entity  should be
consolidated.  These  provisions  are  based on the  general  premise  that if a
company controls another entity through  interests other than voting  interests,
that company should consolidate the controlled entity. The Company believes that
there are  currently  no material  arrangements  that meet the  definition  of a
variable interest entity which would require consolidation.

In May 2003,  SFAS 150,  "Accounting  for  Certain  Financial  Instruments  with
Characteristics  of both  Liabilities  and Equity",  was issued.  This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously classified as equity. Generally, a financial instrument, whether
in the form of shares or otherwise,  that is mandatorily redeemable,  i.e., that
embodies  an  unconditional  obligation  requiring  the  issuer  to redeem it by
transferring its shares or assets at a specified or determinable date (or dates)
or upon an event that is certain to occur, must be classified as a liability (or
asset in some  circumstances).  In some cases,  a financial  instrument  that is
conditionally  redeemable  may  also be  subject  to the  same  treatment.  This
Statement does not apply to features that are embedded in a financial instrument
that is not a derivative (as defined) in its entirety. For public entities, this
Statement is effective for financial  instruments entered into or modified after
May 31, 2003.  The adoption of SFAS 150 does not affect the Company's  financial
position or results of operations.

On March 31, 2004, the FASB issued an Exposure Draft,  Share-Based  Payment,  an
Amendment  of FASB  Statements  No. 123 and 95. The  Exposure  Draft  covers the
accounting for  transactions in which an enterprise  pays for employee  services
with share-based  payments including employee stock options.  Under the Exposure
Draft, all share-based  payments would be treated as other forms of compensation
by  recognizing  the related costs  generally  measured as the fair value at the
date of grant in the income statement.


Note 2 - Balance Sheet Disclosures

Accounts receivable consist of the following at March 31, 2004:

Accounts receivable
  Accounts receivable                                    $     865,949
  Allowance for doubtful accounts                             (80,000)
                                                         -------------

                                                         $     785,949
                                                         =============

Property, plant and equipment consist of the following at March 31, 2004:

Property, plant and equipment
  Land                                                   $   1,000,263
  Buildings and improvements                                 3,904,381
  Machinery and equipment                                    3,464,579
  Office furniture and fixtures                                308,856
                                                         -------------
                                                             8,678,079
  Less accumulated depreciation and amortization           (3,842,810)
                                                         -------------

                                                         $   4,835,269
                                                         =============

Water rights consist of the following at March 31, 2004:

Water rights                                             $     179,500
Less accumulated amortization                                 (91,436)
                                                         -------------

                                                         $      88,064
                                                         =============

Other assets consist of the following at March 31, 2004:

Other assets
  Customer lists, loan fees and other                    $     134,182
  Accumulated amortization                                    (52,728)
                                                         -------------

                                                         $      81,454
                                                         =============

Accrued expenses consist of the following at March 31, 2004:

Accrued expenses
  Accrued payroll and taxes                              $     126,049
  Accrued property taxes                                       146,046
  Accrued sales taxes                                           85,361
                                                         -------------

                                                         $     357,456
                                                         =============

Note 3 - Sale of Real Estate

During the year ended March 31, 2002,  the Company  entered into an agreement to
sell certain parcels of real estate to two senior  executives of the Company for
a total of $900,000.  The Company  received cash from the sale of $500,000.  The
Company also provided 60 month carry back financing of $400,000 with interest at
7.5% that has been  recorded  as notes  receivable  related  party and  includes
$65,290 of accrued  interest  at March 31,  2004.  The  collateral  on the notes
receivable  included  a junior  deed of trust on the  properties  and  shares of
common  stock.  During the year ended  March 31,  2003,  the Board of  Directors
determined  that 250,000  shares of common  stock of the Company was  sufficient
collateral and released the junior deed of trust on the properties. During 2002,
the Company  recognized a gain on the real estate sales of $519,937 and deferred
an additional $357,544 of gain as required by the terms of the carry back note.

In July 2001,  when the Board of Directors  authorized the  aforementioned  real
estate transactions, the Company also authorized the sale of certain real estate
at the then fair value to another officer of the Company. Because of county land
approval  processes and associate  delays,  the officer's option to purchase the
real estate has been extended through September 26, 2007.


Note 4 - Line of Credit

The  Company  has a bank line of  credit  that  provides  for  borrowings  up to
$500,000  subject to  certain  borrowing  base  requirements,  requires  monthly
interest  payments  calculated  at prime plus 0.5% (4.5% at March 31, 2004) with
all unpaid  principal and interest due in June 2004.  The line includes  certain
reporting  and  financial  covenants  and is  cross-collateralized  by  accounts
receivable,  inventory  and  defined  real  property  and  guaranteed  by  three
stockholders  and officers of the Company.  The outstanding  balance on the line
was $100,000 at March 31, 2004.


Note 5 - Capital Leases

The Company has acquired  assets under the provisions of long-term  leases.  For
financial reporting purposes, minimum lease payments relating to the assets have
been  capitalized.  The leases  expire  between  April 2004 and  December  2005.
Amortization of the leased property is included in depreciation and amortization
expense.

The assets under capital lease have cost and accumulated amortization as follows
at March 31, 2004:

Cost                                                     $     341,563
Less accumulated amortization                                (190,903)
                                                         -------------

                                                         $     150,660
                                                         =============

Maturities of capital lease obligations are as follows:

Year Ending March 31,
---------------------

       2005                                              $     111,143
       2006                                                     37,141
                                                         -------------
       Total minimum lease payments                            148,284
       Amount representing interest                           (10,574)
                                                         -------------
       Present value of net minimum lease payments             137,710
       Less current portion                                  (110,006)
                                                         -------------

       Long-term capital lease obligations               $      27,704
                                                         =============


Note 6 - Long-Term Debt

Long-term debt is as follows at March 31, 2004:

Note  payable to a bank with  interest  at .75% over prime  (4.75% at
 March 31, 2004).  The note calls for monthly  principal and interest
 payments  of $8,189 and matures  August  2026.  Collateralized  by a
 second deed of trust on the  building  and land  purchased  with the
 proceeds and  guaranteed by the Small  Business  Administration  and
 three  stockholders  and  officers  of  the  Company.  The  note  is
 subject to certain restrictive covenants.                             $   1,347,531

Note  payable to a bank with  interest  at .75% over prime  (4.75% at
 March 31, 2004).  The note calls for monthly  principal and interest
 payments of $8,132 and matures  August 2026.  Collateralized  by the
 building and land  purchased  with the proceeds  and  guaranteed  by
 three  stockholders  and  officers  of  the  Company.  The  note  is
 subject to certain restrictive covenants.                                 1,347,459

Note payable to a bank with  interest at prime  adjusted  bi-annually
 (4.75% at March 31, 2004). The note calls for monthly  principal and
 interest  payments of $9,858 with all unpaid  principal and interest
 due June 2012.  Cross-collateralized  by substantially all assets of
 the Company and  guaranteed  by three  stockholders  and officers of
 the Company.                                                                804,711
                                                                       -------------
                                                                           3,499,701
      Less current portion                                                 (150,900)
                                                                       -------------

                                                                       $   3,348,801
                                                                       =============

Maturities of long-term obligations are as follows:

Year Ending March 31,
---------------------

        2005                                             $     150,900
        2006                                                   155,167
        2007                                                   162,882
        2008                                                   170,980
        2009                                                   183,582
        Thereafter                                           2,676,190
                                                         -------------

                                                         $   3,499,701
                                                         =============


Note 7 - 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 differences 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 are not expected
to be realized based on available  evidence.  The Company expects future taxable
income and, therefore, believes it will recognize future benefits related to its
deferred tax asset.

The net  current  and  long-term  deferred  tax  assets and  liabilities  in the
accompanying balance sheet include the following at March 31, 2004:

Current deferred tax asset                               $      35,725
Current deferred tax liability                                      -
                                                         -------------

Net current deferred tax asset                           $      35,725
                                                         =============

Long-term deferred tax asset                             $          -
Long-term deferred tax liability                             (229,407)
                                                         -------------

Net long-term deferred tax liability                     $   (229,407)
                                                         =============

Temporary  differences  giving rise to the net  deferred  tax  liability  are as
follows at March 31, 2004:

Allowance for doubtful accounts                          $      29,064
Property and equipment                                       (210,531)
Other assets                                                   (3,452)
Accrued compensation                                             6,661
Deferred gain                                                 (15,424)
                                                         -------------

                                                         $   (193,682)
                                                         =============

The  following is a  reconciliation  of the  statutory  federal  income tax rate
applied to pre-tax  accounting  net income  compared to the income tax (expense)
benefit in the statements of operations:

                                                              For the Years Ended
                                                                   March 31,
                                                         ---------------------------
                                                              2004          2003
                                                         ---------------------------

Federal income taxes computed at statutory rate          $      43,129 $    (23,576)
State income taxes and other                                    (9,860)       2,331
                                                         ---------------------------

                                                         $      33,269 $    (21,245)
                                                         ===========================


Note 8 - Commitments

Operating Leases

The Company  leases  delivery  trucks,  vehicles,  equipment and property  under
non-cancelable  operating leases. Rent expense for these leases was $547,123 and
$556,529 for the years ended March 31, 2004 and 2003, respectively.

Future minimum lease payments under these leases are approximately as follows:

Year Ending March 31,
---------------------

        2005                                             $     528,474
        2006                                                   334,585
        2007                                                   156,301
        2008                                                   126,816
        2009                                                    99,698
        Thereafter                                              41,286
                                                         -------------

                                                         $   1,287,160
                                                         =============


Note 9 - Contingency

When the Company purchased  mountain property in 1983,  included in the purchase
price were certain  water rights for  Eldorado  Springs.  These water rights are
relatively  junior to other water  rights in the South  Boulder  Creek and South
Platte Basins.  The Company has the right to  beneficially  use all of the water
that emanates from the springs in accordance with its water rights unless a more
senior rights holder makes a call on the water. A senior call might occur in the
winter or when  runoff is low and  insufficient  to meet the water needs of more
senior water users below Eldorado Springs. Because of Colorado's current drought
conditions,  the possibility of a senior call has increased. For many years, the
Company has enrolled its water  rights in a substitute  supply plan  approved by
the State  Engineer,  which serves to protect the Company's  water supply in the
event of a senior call.

As of January 1, 2003,  the State  Engineer is no longer  authorized  to approve
substitute  supply  plans of the nature in which the  Company is  enrolled.  The
Company has filed  application for a temporary  supply plan to protect its water
supply  pending  the Water  Court's  review of an  application  for a  permanent
augmentation  plan. The Company is also pursuing  other possible  supply sources
for use in augmenting the stream flows as a result of the Company's  withdrawals
of water.  There is no assurance  that any of the  applications  or  alternative
arrangements  being  sought by the Company will be  approved.  If the  Company's
applications  for substitute or temporary plans or for a permanent  augmentation
plan are not approved and a senior call on the  Company's  water supply is made,
this would result in a significant  financial impact on the Company. The Company
will also incur  significant  expenses in connection  with its efforts to obtain
approval  of  these  plans.  In  the  event  of  the  approval  of  a  permanent
augmentation  plan, the Company will also incur additional  expenses  associated
with its required purchase of additional water rights.


Note 10 - Stockholders' Equity

Stock Options

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 presents the activity for options outstanding:

                                                                          Weighted
                                                                           Average
                                                              Stock       Exercise
                                                             Options        Price
                                                         ---------------------------

Outstanding - March 31, 2002                                   570,500  $       2.86
      Granted                                                   18,000          2.00
      Forfeited/canceled                                        (4,000)         1.90
      Exercised                                                     -             -
                                                         ----------------------------

Outstanding - March 31, 2003                                   584,500          2.85
      Granted                                                   16,500          1.75
      Forfeited/canceled                                       (11,500)         1.90
      Exercised                                                     -             -
                                                         ----------------------------

Outstanding - March 31, 2004                                   589,500  $       2.81
                                                         ============================

The  following  table  presents  the  composition  of  options  outstanding  and
exercisable:

                            Options Outstanding                 Options Exercisable
                         ----------------------- ----------- ----------------------
     Exercise Prices        Number      Price*       Life*      Number      Price*
-----------------------  ----------- ----------- ----------- ----------- ---------
      1.75                    23,500                     8.2      23,500
      2.00                    11,500                     8.1      11,500
      2.75                   489,500                     4.3     447,500
      3.88                    57,500                     6.1      45,500
      4.25                     7,500                     5.1       7,500
                         -----------             ----------- -----------

Total - March 31, 2004       589,500 $      2.81         4.7     535,500 $      2.81
                         =========== =========== =========== =========== ===========

*Price and Life reflect the weighted average exercise price and weighted average
remaining contractual life, respectively.

Warrants

In connection  with a private  placement  completed  during March 31, 1999,  the
Company issued warrants to purchase 30,000 and 250,000 shares of common stock at
$3.30 and $11.00 per share, respectively,  for a weighted average exercise price
of $10.18. Both warrants expired on April 22, 2003.


Note 11 - Employee Benefit 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,  2004 and 2003,  the Company  matched  approximately  $40,000  and  $35,000,
respectively. No discretionary profit sharing contributions were approved by the
Board of Directors for the years ended March 31, 2004 and 2003.


Note 12 - Subsequent Events

Subsequent to year-end, the Company granted options to purchase 13,000 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.

Item 8A.  Controls and Procedures

(a) Evaluation of Disclosure  Controls and  Procedures.  The Company,  under the
supervision  of the chief  executive  and  financial  officer,  has conducted an
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls  and  procedures  within 90 days of the filing date of this
quarterly  report.  Based  upon the  results  of this  evaluation,  the  Company
believes that it maintains  adequate  procedures  for  gathering,  analyzing and
disclosing all material information relating to the Company in a timely fashion.
There have been no significant  changes in the Company's controls  subsequent to
the evaluation date.

(b)  Changes in Internal  Controls.  There were not  significant  changes in our
internal   controls  or,  to  our   knowledge,   in  other  factors  that  could
significantly  affect our disclosure  controls and procedures  subsequent to the
date of their evaluation.



                                          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
             Name        Age         Position(s)           Officer
             ----        ---         -----------         or Director
                                                         -----------
      Douglas A. Larson*  49  President and Director       1986 to
                                                           present

      Kevin M. Sipple     48  Vice President,              1986 to
                              Secretary and Director       present

      Jeremy S. Martin    49  Vice President and           1986 to
                              Director                     present

      Robert E. Weidler   58  Vice President               1998 to
                                                           present

      Cathleen M.         34  Chief Financial Officer      1998 to
       Shoenfeld                                           present

      Kate Janssen        32  Vice President               2002 to
                                                           present

      George J. Schmitt*  72  Director                     1998 to
                                                           present

      Don P. Van Winkle*  47  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.  Shoenfeld  joined  Eldorado  in 1990 and has  served as  Assistant
Treasurer from 1991 to 1998. Currently, Ms. Shoenfeld 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. Shoenfeld holds
a  Bachelor  of  Science   Degree  in  Economics   and  a  Masters  of  Business
Administration from the University of Colorado.

Kate  Janssen  joined  Eldorado  in 1995 and has served as Director of Sales and
Service.  Currently,  Ms.  Janssen is Vice  President in charge of Sales and her
responsibilities  include  management  of the  sales and  service  sector of the
business. Ms Janssen holds a Bachelor of Fine Arts Degree 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.

In the fiscal  year ended  March 31, 2004 the  Company's  President,  Douglas A.
Larson,  received  compensation  of $112,688 plus other annual  compensation  of
$19,643.  Other  annual  compensation  includes  $9,363 for annual  health  care
premiums,  $3,381 for a 3% match for all  contributions  to the 401(k)  plan and
$6,900 for a car allowance.  Kevin Sipple, Vice President received  compensation
of $113,353 plus other annual compensation of $12,330. Other annual compensation
includes  $2,399 for annual health care premiums,  $3,401 for a 3% match for all
contributions to the 401(k) plan and $6,530 for a car allowance.  Jeremy Martin,
Vice President received  compensation of $113,652 plus other annual compensation
of $13,323.  Other annual  compensation  includes  $2,399 for annual health care
premiums,  $3,410 for a 3% match for all  contributions  to the 401(k)  plan and
$7,514 for 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, 2004
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.....................       782,005(1)   26.1%
12 Baldwin Circle
Eldorado Springs, CO 80025

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

George J. Schmitt.....................       100,000       3.3%
11 Castle Pines N.
Castle Rock, CO 80104

Don P. Van Winkle.....................        50,000       1.7%
4325 Clay Commons Court
Boulder, CO 80303

All Officers and Directors as a Group,     2,724,739      91.0%
8 persons.............................

(1)  Mr.  Larson's  shares  include  options  to buy 20,000  shares  held by Mr.
     Larson's spouse.

(2)  The shares owned by all officers and directors as a group  include  options
     to buy 258,000 shares,  of which 100,000 shares are held by Ms.  Shoenfeld,
     100,000 shares held by Mr. Weidler and 58,000 shares held by Ms. Janssen.

Item 12.  Certain Relationships and Related Transactions.

In August 2001, the Company entered into an agreement to sell certain parcels of
real  estate  to two  Company  officers  for a total of  $900,000.  The  Company
received  cash from the sale of  $500,000.  The Company  also  provided 60 month
carry back  financing of $400,000  with  interest at 7.5% due annually  that has
been recorded as notes  receivable  related  party.  The collateral on the notes
receivable  included  a junior  deed of trust on the  properties  and  shares of
common  stock.  During the year ended  March 31,  2003,  the Board of  Directors
determined  that 250,000  shares of common  stock of the Company was  sufficient
collateral  and  released the junior deed of trust on the  properties.  The note
receivables  include  $65,290 of accrued  interest at March 31, 2004,  including
$30,000 of accrued  interest  from the year ended  March 31,  2003 and $5,290 of
accrued interest from 2002.

The Company  recognized a gain on the real estate sales of $519,937 and deferred
an additional  $357,544 of gain as required by the terms of the carry back note.
In July 2001,  when the Board of Directors  authorized the  aforementioned  real
estate transactions, the Company also authorized the sale of certain real estate
at the then fair value to another officer of the Company. Because of county land
approval  processes and associated  delays, the officer's option to purchase the
real estate has been extended through September 26, 2007.

                                          PART IV

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

   (a)       Documents filed as a part of this Report.
             ----------------------------------------

The following Exhibits and financial  statement  schedules are filed as exhibits
to this Report:

Exhibit
No.          Description                         Location
--------     -----------                         --------

3            Articles of Incorporation and       Incorporated by reference to
             Bylaws                              Exhibit No. 3 to the
                                                 Registration Statement (No.
                                                 33-6738-D)

3.1          Amended Articles of Incorporation   Incorporated by reference to
                                                 Exhibit 3.1 filed with
                                                 Eldorado's Form 10-KSB for
                                                 the fiscal year ended March
                                                 31, 1998

10.1         1997 Stock Option Plan              Incorporated by reference to
                                                 Exhibit 10.1 to Registration
                                                 Statement No. 333-68553

10.2         Promissory Note with First          Incorporated by reference to
             National Bank of Boulder County     Exhibit No. 10.2 to
             dated June 27, 1997                 Registration Statement No.
                                                 333-68553

10.3         Deed of Trust dated June 27, 1997   Incorporated by reference to
                                                 Exhibit No. 10.3 to
                                                 Registration Statement No.
                                                 333-68553

10.4         Small Business Administration Note
             - U.S. Bank, August 21, 2001

10.5         U.S. Bank, August 21, 2001
             Deed of Trust

10.6         U.S. Small Business Administration
             Note - Bank of West August 21, 2001

10.7         Bank of West, August 21, 2001,
             Deed of Trust

10.8         Note receivable - Doug Larson

10.9         Doug Larson - Pledge agreement

10.10        Note receivable - Kevin Sipple

10.11        Kevin Sipple - Pledge agreement

     (b)  Reports on Form 8-K.
          -------------------

No report on Form 8-K was filed during the last quarter of the period covered by
this report.


Item 14.  Principal Accountant Fees and Services.

The information required for this item is incorporate herein by reference to the
2004 Definitive Proxy Statement.


                                         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, 2004

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, 2004
----------------------------------------------
Douglas A. Larson, President
and Director

/S/ Kevin M. Sipple                                           June 29, 2004
-----------------------------------------------
Kevin M. Sipple, Vice-President,
Secretary and Director

/S/ Cathleen Shoenfeld                                        June 29, 2004
-------------------------------------------
Cathleen Shoenfeld, Chief Financial Officer

/S/ Jeremy S. Martin                                          June 29, 2004
------------------------------------------------
Jeremy S. Martin, Vice-President
and Director

/S/ George J. Schmitt                                         June 29, 2004
------------------------------------------------
George J. Schmitt, Director

/S/ Don P. Van Winkle                                         June 29, 2004
---------------------------------------------
Don P. Van Winkle, Director`