##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 
 (Mark one)
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended March 31, 2009
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from  to
 Commission File Number: 000-18235
 
 ELDORADO ARTESIAN SPRINGS, INC.
  
 Colorado
    
    84-0907853(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (IRS Employer
Identification No.)1783 Dogwood Street 
Louisville, Colorado
    
    80027(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants Telephone Number, Including Area Code: (303) 499-1316
  
 Yes o
No þ
 Yes o No þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PART I
    
    
    3Item 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    7Item 1B. Unresolved Staff Comments
    
    
    7Item 2. Properties
    
    
    8Item 3. Legal Proceedings
    
    
    8Item 4. Submission of Matters to a Vote of Security Holders
    
    
    8PART II
    
    
    9Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities
    
    
    9Item 6. Selected Financial Data
    
    
    9Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    14Item 8. Financial Statements and Supplementary Data
    
    
    14Item 9. Change In and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    16Item 9A (T). Controls and Procedures
    
    
    16Item 9B. Other Information
    
    
    17PART III
    
    
    18Item 10. Directors, Executive Officers and Corporate Governance
    
    
    18Item 11. Executive Compensation
    
    
    18Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    18Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    18Item 14. Principal Accountant Fees and Services
    
    
    18PART IV
    
    
    18Item 15. Exhibits and Financial Statement Schedules
    
    
    18Exhibit 10.26Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I
 Introductory Note. Cautionary Statement Regarding Forward-Looking Information and Risk Factors Certain statements made in this Annual Report on Form 10-K are forward-looking statements (within
the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and
objectives of management for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or achievements of
Eldorado to be materially different from any future results, performance or achievements expressed
or implied by such forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. Eldorados plans and
objectives are based, in part, on assumptions involving the continued expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions, availability of debt and equity financing, ability to
purchase additional water rights, interest rate fluctuations, labor and marketing costs, operating
costs, packaging costs, competition, legal claims and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are beyond the control of Eldorado.
Although Eldorado believes that its assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by Eldorado or any other person that the
objectives and plans of Eldorado will be achieved. We undertake no obligation to revise or update
publicly any forward-looking statements for any reason.
 All references in this report to Company, we, us, our, or Eldorado refer to Eldorado
Artesian Springs, Inc.
 
 ITEM 1. BUSINESS.
  Industry Background
      3




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Company Background
      Organic Vitamin Charged spring water. Organic Vitamin Charged
 Water Source and Bottling
    4




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1 2
     5




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Products
  Sales and Distribution
  Home/Commercial Delivery Business
 PET Packaging/Retail Distribution Business
 Marketing
     Supplies
   6




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Seasonality
  Competition
  Government Regulation
     Research and Development Costs
  Employees
  
 ITEM 1A. RISK FACTORS.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
   7




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ITEM 2. PROPERTIES.
  Eldorado Springs, Colorado
  Louisville, Colorado
  
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
   8




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Market Price of Common Stock
 www.corporatestock.com
 Fiscal Year 2009
    
    High
    
    
    LowFourth Quarter through March 31, 2009
    
    $
    2.09
    
    
    $
    0.25Third Quarter through December 31, 2008
    
    $
    2.50
    
    
    $
    1.10Second Quarter through September 30, 2008
    
    $
    2.25
    
    
    $
    1.44First Quarter through June 30, 2008
    
    $
    2.50
    
    
    $
    1.50
 Fiscal Year 2008
    
    High
    
    
    LowFourth Quarter through March 31, 2008
    
    $
    2.25
    
    
    $
    1.45Third Quarter through December 31, 2007
    
    $
    3.50
    
    
    $
    1.45Second Quarter through September 30, 2007
    
    $
    4.13
    
    
    $
    1.55First Quarter through June 30, 2007
    
    $
    2.88
    
    
    $
    2.70
  Holders
  Dividends
  Recent Sales of Unregistered Securities
  Issuer Purchases of Equity Securities
  
 ITEM 6. SELECTED FINANCIAL DATA
   9




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  
    
    Forward Looking Statements
 
    
    Business Overview
 
    
    Results of Operations  Year Ended March 31, 2009 Compared to Year Ended March 31, 2008
 
    
    Liquidity and Capital Resources
 
    
    Critical Accounting Issues
 Forward Looking Statements
   Business Overview
   Results of Operations
      10




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Year Ended March 31, 2009 Compared to Year Ended March 31, 2008
 Sales
      Gross Profit/Cost of Goods Sold
    11




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Operating Expenses
      Interest, Taxes, Other Income and Other Expenses
       12




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Liquidity and Capital Resources
          13




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Contractual Obligations and Commitments
  Long-Term DebtFiscal Year End
    

and Capital Leases
    
    
    Operating Lease

    
    
    Total2010
    
    $
    481,420
    
    
    $
    351,210
    
    
    $
    832,6302011
    
    
    186,558
    
    
    
    295,814
    
    
    
    482,3722012
    
    
    1,468,800
    
    
    
    214,152
    
    
    
    1,682,9522013
    
    
    2,812,120
    
    
    
    122,375
    
    
    
    2,934,4952014
    
    
    
    
    
    
    73,544
    
    
    
    73,544Thereafter
    
    
    
    
    
    
    17,138
    
    
    
    17,138Total
    
    $
    4,948,898
    
    
    $
    1,074,233
    
    
    $
    6,023,131
  Impact of Inflation
  Recently Issued Accounting Pronouncements
 Fair Value Measurements.
      
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   14




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Table of Contents
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Financial StatementsBalance Sheets
    
    
    F-2Statements of Operations
    
    
    F-3Statement of Changes in Stockholders Equity
    
    
    F-4Statements of Cash Flows
    
    
    F-5Notes to Financial Statements
    
    
    F-6
  15




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  F-1




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Balance Sheets
 March 31, 2009
    
    
    March 31, 2008AssetsCurrent assetsCash
    
    $
    347,148
    
    
    $
    389,440Accounts receivable  trade, net
    
    
    967,508
    
    
    
    893,660Inventories
    
    
    393,320
    
    
    
    437,171Prepaid expenses and other
    
    
    105,456
    
    
    
    107,144Deferred tax asset
    
    
    29,648
    
    
    
    29,648Income tax receivable
    
    
    66,405
    
    
    
    Total current assets
    
    
    1,909,485
    
    
    
    1,857,063Non-current assetsProperty, plant and equipment, net
    
    
    4,433,393
    
    
    
    4,177,350Notes receivable  related party
    
    
    342,787
    
    
    
    318,138Water rights, net
    
    
    432,871
    
    
    
    432,871Deposits
    
    
    112,820
    
    
    
    135,785Other, net
    
    
    106,604
    
    
    
    184,302Total non-current assets
    
    
    5,428,475
    
    
    
    5,248,446Total assets
    
    $
    7,337,960
    
    
    $
    7,105,509Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    420,849
    
    
    $
    417,929Accrued expenses
    
    
    283,540
    
    
    
    318,352Customer deposits
    
    
    66,477
    
    
    
    80,530Current portion of capital lease obligations
    
    
    118,334
    
    
    
    Current portion of long-term debt
    
    
    363,086
    
    
    
    56,748Total current liabilities
    
    
    1,252,286
    
    
    
    873,559Non-current liabilitiesCapital lease obligations, less current portion
    
    
    135,118
    
    
    
    Long-term debt, less current portion
    
    
    4,332,360
    
    
    
    4,403,789Deferred tax liability
    
    
    
    
    
    
    75,480Deferred gain on the sale of real estate
    
    
    178,822
    
    
    
    178,822Total non-current liabilities
    
    
    4,646,300
    
    
    
    4,658,091Total liabilities
    
    
    5,898,586
    
    
    
    5,531,650Commitments and contingencyStockholders equityPreferred 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; 6,536,091 (2009) and 6,426,464 (2008) issued and outstanding
    
    
    6,536
    
    
    
    6,426Additional paid-in capital
    
    
    1,736,438
    
    
    
    1,634,159Accumulated deficit
    
    
    (303,600
    )
    
    
    (66,726
    )Total stockholders equity
    
    
    1,439,374
    
    
    
    1,573,859Total liabilities and stockholders equity
    
    $
    7,337,960
    
    
    $
    7,105,509
   F-2




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Statements of Operations
 For the Years EndedMarch 31,2009
    
    
    2008RevenuesWater and related
    
    $
    9,106,801
    
    
    $
    8,297,186Rentals
    
    
    10,000
    
    
    
    12,000Pool and other
    
    
    174,067
    
    
    
    148,226Total revenues
    
    
    9,290,868
    
    
    
    8,457,412Cost of goods sold
    
    
    2,405,606
    
    
    
    1,860,315Gross profit
    
    
    6,885,262
    
    
    
    6,597,097Operating expensesSalaries and related expenses
    
    
    3,705,175
    
    
    
    3,586,933Administrative and general
    
    
    1,830,011
    
    
    
    1,801,118Delivery
    
    
    890,892
    
    
    
    848,769Advertising and promotions
    
    
    360,215
    
    
    
    286,810Depreciation and amortization
    
    
    485,754
    
    
    
    411,035Total operating expenses
    
    
    7,272,047
    
    
    
    6,934,665Loss from operations
    
    
    (386,785
    )
    
    
    (337,568
    )Other income (expense)Gain on the sale of property
    
    
    384,000
    
    
    
    178,722Interest income
    
    
    27,358
    
    
    
    56,039Interest expense
    
    
    (362,447
    )
    
    
    (342,629
    )Total other income (expense)
    
    
    48,911
    
    
    
    (107,868
    )Loss before income taxes
    
    
    (337,874
    )
    
    
    (445,436
    )Income tax benefitDeferred
    
    
    101,000
    
    
    
    134,128Total income tax benefit (expense)
    
    
    101,000
    
    
    
    134,128Net loss available to common shareholders
    
    $
    (236,874
    )
    
    $
    (311,308
    )Basic and diluted weighted average common shares outstanding
    
    
    6,669,144
    
    
    
    6,274,028Basic and diluted loss per common share
    
    $
    (0.04
    )
    
    $
    (0.05
    )
   F-3




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Statement of Changes in Stockholders Equity
For the Year Ended March 31, 2009
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    EquityBalance  March 31, 2007
    
    
    6,031,066
    
    
    $
    6,031
    
    
    $
    1,483,957
    
    
    $
    244,582
    
    
    $
    1,734,570Stock options exercised
    
    
    58,000
    
    
    
    57
    
    
    
    75,943
    
    
    
    
    
    
    
    76,000Conversion of warrants to shares
    
    
    337,398
    
    
    
    338
    
    
    
    (338
    )
    
    
    
    
    
    
    Stock options issued to
employees
    
    
    
    
    
    
    
    
    
    
    74,597
    
    
    
    
    
    
    
    74,597Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (311,308
    )
    
    
    (311,308
    )Balance  March 31, 2008
    
    
    6,426,464
    
    
    $
    6,426
    
    
    $
    1,634,159
    
    
    $
    (66,726
    )
    
    $
    1,573,859Exercise of options and
deferred tax benefit
    
    
    109,627
    
    
    
    110
    
    
    
    46,515
    
    
    
    
    
    
    
    46,625Stock options issued to
employees
    
    
    
    
    
    
    
    
    
    
    55,764
    
    
    
    
    
    
    
    55,764Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (236,874
    )
    
    
    (236,874
    )Balance  March 31, 2009
    
    
    6,536,091
    
    
    $
    6,536
    
    
    $
    1,736,438
    
    
    $
    (303,600
    )
    
    $
    1,439,374
   F-4




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Statements of Cash Flows
 For the Years EndedMarch 31,2009
    
    
    2008Cash flows from operating activitiesNet loss
    
    $
    (236,874
    )
    
    $
    (311,308
    )Adjustments to reconcile net loss to net cash provided by operating activitiesDepreciation and amortization
    
    
    485,754
    
    
    
    411,035Deferred income taxes
    
    
    (75,480
    )
    
    
    (21,158
    )Stock based compensation
    
    
    55,764
    
    
    
    74,597Accrued interest on related party note receivable
    
    
    (24,649
    )
    
    
    (37,999
    )Gain on sale of real estate
    
    
    
    
    
    
    (178,722
    )Changes in assets and liabilitiesAccounts receivable
    
    
    (128,848
    )
    
    
    (50,979
    )Inventories
    
    
    43,851
    
    
    
    (240,724
    )Prepaid expenses and other
    
    
    178,386
    
    
    
    (32,663
    )Other assets
    
    
    
    
    
    
    (58,491
    )Deposits
    
    
    22,965
    
    
    
    (26,781
    )Accounts payable
    
    
    2,920
    
    
    
    163,870Accrued expenses
    
    
    (34,812
    )
    
    
    75,134Income taxes
    
    
    (66,405
    )
    
    
    (100,366
    )Customer deposits
    
    
    (14,053
    )
    
    
    (13,054
    )Net cash provided (used in) by operating activities
    
    
    208,519
    
    
    
    (347,609
    )Cash flows from investing activitiesPurchase of water rights
    
    
    
    
    
    
    (361,196
    )Payments received on related party note receivable
    
    
    
    
    
    
    310,311Purchases of property and equipment
    
    
    (389,920
    )
    
    
    (327,235
    )Net cash used in investing activities
    
    
    (389,920
    )
    
    
    (378,120
    )Cash flows from financing activitiesProceeds from exercise of stock options
    
    
    2,625
    
    
    
    76,000Net proceeds from line of credit
    
    
    300,000
    
    
    
    Proceeds from long-term debt
    
    
    
    
    
    
    4,406,393Payments on long-term debt and capital leases
    
    
    (163,516
    )
    
    
    (3,974,983
    )Net cash provided by financing activities
    
    
    139,109
    
    
    
    507,410Net decrease in cash
    
    
    (42,292
    )
    
    
    (218,319
    )Cash  beginning of year
    
    
    389,440
    
    
    
    607,759Cash  end of year
    
    $
    347,148
    
    
    $
    389,440
        F-5




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Note 1  Description of Business and Summary of Significant Accounting Policies
  Concentrations of Credit Risk
  Cash and Cash Equivalents
  Inventories
  Deposits
  Property, Plant, and Equipment
  Water Rights
  Other Assets
  Accounts Receivable
   F-6




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Long-Lived Assets
  Customer Deposits
  Stock Based Compensation
  Basic and Diluted Loss Per Common Share
 Earnings Per Share
  Fair Value of Financial Instruments
   Revenue Recognition
  Shipping Costs
   F-7




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Promotional Expense  Consideration to Vendors
  Advertising Costs
  Use of Estimates
  Recently Issued Accounting Pronouncements
 Fair Value Measurements.
       F-8




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Note 2  Balance Sheet Disclosures
  March 31, 2009
    
    
    March 31, 2008Accounts receivableAccounts receivable
    
    $
    1,047,508
    
    
    $
    973,660Allowance for doubtful accounts
    
    
    (80,000
    )
    
    
    (80,000
    )$
    967,508
    
    
    $
    893,660
  March 31, 2009
    
    
    March 31, 2008Property, plant and equipmentLand
    
    $
    1,000,263
    
    
    $
    1,000,263Buildings and improvements
    
    
    4,183,129
    
    
    
    3,924,858Machinery and equipment
    
    
    5,002,689
    
    
    
    4,550,367Office furniture and fixtures
    
    
    329,391
    
    
    
    325,51110,515,472
    
    
    
    9,800,999Less accumulated depreciation and amortization
    
    
    (6,082,079
    )
    
    
    (5,623,649
    )$
    4,433,393
    
    
    $
    4,177,350
  March 31, 2009
    
    
    March 31, 2008Other assetsCustomer lists, loan fees, and other
    
    $
    158,952
    
    
    $
    169,362Deferred tax asset
    
    
    44,000
    
    
    
    111,424Accumulated amortization
    
    
    (123,808
    )
    
    
    (96,484
    )$
    79,144
    
    
    $
    184,302
  March 31, 2009
    
    
    March 31, 2008Accrued expensesAccrued payroll and taxes
    
    $
    83,011
    
    
    $
    95,748Accrued repairs
    
    
    
    
    
    
    24,139Accrued property taxes
    
    
    174,511
    
    
    
    172,403Accrued sales taxes
    
    
    26,018
    
    
    
    26,062$
    283,540
    
    
    $
    318,352
 Note 3  Deferred Gain on the Sale of Real Estate
   F-9




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Note 4  Long-Term Debt
  March 31, 2009
    
    
    March 31, 2008Note payable to a bank with interest
fixed at 7.5% until October 2012, at
which time the balance of the note is
due. The note calls for monthly
principal and interest payments of
$22,385 and matures October 2012. Cross
Collateralized by substantially all
assets of the Company and guaranteed by
three stockholders and officers of the
Company. The note is subject to
certain restrictive covenants.
    
    $
    2,939,695
    
    
    $
    2,982,880Note payable to a bank with interest
fixed at 7.75% until February 2012, at
which time the balance of the note is
due. The note calls for monthly
principal and interest payments of
$11,439 with all unpaid principal and
interest due February 2012.
Cross-collateralized by all rents and
deed of trust of the Company and
guaranteed by three stockholders and
officers of the Company.
    
    
    1,455,751
    
    
    
    1,477,657Note payable to a bank with interest
fixed at 8.0% until June 2009, at which
time the balance of the note is due.
The note calls for monthly principal
and interest payments of $4,676 and
matures June 2009. Cross-collateralized
by all assets of the Company and
guaranteed by three stockholders and
officers of the Company. The note is
subject to certain restrictive
covenants. The Company is currently
renegotiating the terms of the note and
the payments due.
    
    
    300,000
    
    
    
    4,695,446
    
    
    
    4,460,537Less current portion
    
    
    (363,086
    )
    
    
    (56,748
    )$
    4,332,360
    
    
    $
    4,403,789
  Year Ending March 31,2010
    
    $
    363,0862011
    
    
    68,2242012
    
    
    1,452,0182013
    
    
    2,812,118$
    4,695,446
  F-10




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Note 5  Capital Leases
   March 31, 2009Cost
    
    $
    351,877Less accumulated amortization
    
    
    (42,735
    )$
    309,142
  Year Ending March 31,2010
    
    $
    127,1912011
    
    
    127,1912012
    
    
    18,097Total minimum lease payments
    
    
    272,479Amount representing interest
    
    
    (19,015
    )Present
value of net minimum lease payments
    
    
    253,452Less current portion
    
    
    (118,334
    )Long-term capital lease obligation
    
    $
    135,118
 Note 6  Income Taxes
  March 31, 2009
    
    
    March 31, 2008Current deferred tax asset
    
    $
    29,648
    
    
    $
    29,648Current deferred tax liability
    
    
    
    
    
    
    Net current deferred tax asset
    
    $
    29,648
    
    
    $
    29,648Long-term deferred tax asset
    
    $
    148,153
    
    
    $
    111,424Long-term deferred tax liability
    
    
    (120,087
    )
    
    
    (75,480
    )Net long-term deferred tax asset
    
    $
    28,066
    
    
    $
    35,944
  Allowance for doubtful accounts
    
    $
    29,648
    
    
    $
    29,648Property and equipment
    
    
    (112,220
    )
    
    
    (66,001
    )Deductible stock compensation
    
    
    9,914
    
    
    
    Net operating loss
    
    
    138,239
    
    
    
    111,424Deferred gain and other
    
    
    (7,867
    )
    
    
    (9,479
    )$
    57,714
    
    
    $
    65,592
  F-11




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##### Table of Contents



For the Years EndedMarch 31,2009
    
    
    2008Federal income taxes computed at statutory rate
    
    $
    (114,877
    )
    
    $
    (151,448
    )State income taxes
    
    
    (8,721
    )
    
    
    (10,947
    )Stock based compensation
    
    
    9,864
    
    
    
    25,363Tax to provision true-up
    
    
    4,633
    
    
    
    Other
    
    
    8,101
    
    
    
    2,904$
    (101,000
    )
    
    $
    (134,128
    )
 Note 7  Commitments
 Operating Leases
   Year Ending March 31,2010
    
    $
    351,2102011
    
    
    295,8142012
    
    
    214,1522013
    
    
    122,3752014
    
    
    73,544Thereafter
    
    
    17,138$
    1,074,233
 Note 8  Contingency
    F-12




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##### Table of Contents



Note 9  Stockholders Equity
 Stock Options
   WeightedAverageStock
    
    
    ExerciseOptions
    
    
    PriceOutstanding  March 31, 2007
    
    
    1,098,000
    
    
    
    1.37Granted
    
    
    47,000
    
    
    
    1.75Forfeited/canceled
    
    
    (182,000
    )
    
    
    1.43Exercised
    
    
    (58,000
    )
    
    
    1.31Outstanding  March 31, 2008
    
    
    905,000
    
    
    
    1.38Granted
    
    
    50,000
    
    
    
    1.80Forfeited/canceled
    
    
    (426,000
    )
    
    
    1.38Exercised
    
    
    (259,000
    )
    
    
    1.38Outstanding  March 31, 2009
    
    
    270,000
    
    
    $
    1.48
  F-13




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##### Table of Contents



Options Outstanding
    
    
    Options ExercisableExercise Prices
    
    Number
    
    
    Price*
    
    
    Life*
    
    
    Number
    
    
    Price*0.875
    
    
    30,000
    
    
    
    0.875
    
    
    
    4.89
    
    
    
    30,000
    
    
    
    0.8751.00
    
    
    24,000
    
    
    
    1.00
    
    
    
    4.42
    
    
    
    24,000
    
    
    
    1.001.43
    
    
    100,000
    
    
    
    1.43
    
    
    
    2.84
    
    
    
    50,000
    
    
    
    1.431.65
    
    
    26,000
    
    
    
    1.65
    
    
    
    7.09
    
    
    
    26,000
    
    
    
    1.651.75
    
    
    31,000
    
    
    
    1.75
    
    
    
    8.09
    
    
    
    31,000
    
    
    
    1.751.80
    
    
    50,000
    
    
    
    1.80
    
    
    
    9.05
    
    
    
    
    
    
    
    1.801.938
    
    
    4,000
    
    
    
    1.938
    
    
    
    1.09
    
    
    
    4,000
    
    
    
    1.9382.125
    
    
    5,000
    
    
    
    2.125
    
    
    
    0.10
    
    
    
    5,000
    
    
    
    2.125Total  March 31, 2009
    
    
    270,000
    
    
    $
    1.48
    
    
    
    1.40
    
    
    
    170,000
    
    
    $
    1.40
 *
    
    Price and Life reflect the weighted average exercise price and weighted average remaining
contractual life, in years, respectively. Valuation and Expense Information under SFAS 123(R)
   Risk Free Interest Rate
    
    
    4.65
    %Expected life (years)
    
    
    5Expected dividend yield
    
    
    0
    %Annualized volatility
    
    
    88.5
    %Estimated fair value of options granted
    
    $1.01 per share
  Risk Free Interest Rate
    
    
    3.75
    %Expected life (years)
    
    
    7.5Expected dividend yield
    
    
    0
    %Annualized volatility
    
    
    118.27
    %Estimated fair value of options granted
    
    $1.26 per share
  F-14




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##### Table of Contents



Warrants
  Note 10  Employee Benefit Plan
 
  F-15




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A(T). CONTROLS AND PROCEDURES
 Conclusion Regarding the Effectiveness Of Disclosure Controls And Procedures
   Managements Annual Report On Internal Control Over Financial Reporting
    16




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##### Table of Contents



Remediation Of Material Weaknesses in Internal Control Over Financial Reporting
  Changes In Internal Control Over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  
  17




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
   
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS
 (a) Documents Filed as Part of this Report
 (1)
    
    Financial Statements.The financial statements of Eldorado Artesian
Springs, Inc., which are listed on the Table of Contents to Financial Statements
appearing on page 17 of this Annual Report.
 (2)
    
    Financial Statement Schedules.All schedules for which provision is made
in the applicable accounting regulations of the SEC are omitted because of the
absence of conditions under which they are required or because the required
information is included in the financial statements and related notes thereto.
 (3)
    
    Exhibits.The following is a list of exhibits filed as part of this
Annual Report on Form 10-K.
  18




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##### Table of Contents



ExhibitNo.
    
    Description
    
    Location3.1
    
    
    Articles of Incorporation and Bylaws
    
    Incorporated by
reference to Exhibit 3
to the Registration
Statement (No.
33-6738-D)3.2
    
    
    Amended Articles of Incorporation
    
    Incorporated by
reference to Exhibit 3.1
to Eldorados Form
10-KSB for the fiscal
year ended March 31, 19983.3
    
    
    Amended and Restated Articles of
Incorporation
    
    Incorporated by
reference to
Exhibit 3.1 to
Eldorados Form
SB-2/A
(Registration
Statement No.
333-68553) filed
with the Securities
and Exchange
Commission on
November 21, 20003.4
    
    
    Amended and Restated Bylaws
    
    Incorporated by
reference to
Exhibit 3.2 to
Eldorados Form
SB-2/A
(Registration
Statement No.
333-68553) filed
with the Securities
and Exchange
Commission on July
2, 199910.1
    *
    
    1997 Stock Option Plan
    
    Incorporated by
reference to
Exhibit 10.1 to
Registration
Statement No.
333-6855310.2
    
    
    Promissory Note with First National Bank of
Boulder County dated June 27, 1997
    
    Incorporated by
reference to
Exhibit 10.2 to
Registration
Statement No.
333-6855310.3
    
    
    Deed of Trust dated June 27, 1997
    
    Incorporated by
reference to
Exhibit 10.3 to
Registration
Statement No.
333-6855310.4
    
    
    Small Business Administration Note  U.S. Bank,
August 21, 2001
    
    Incorporated by
reference to
Exhibit 10.4 to
Eldorados Form
10-KSB for the
fiscal year ended
March 31, 200310.5
    
    
    U.S. Bank, August 21, 2001
Deed of Trust
    
    Incorporated by
reference to
Exhibit 10.5 to
Eldorados Form
10-KSB for the
fiscal year ended
March 31, 200310.6
    
    
    U.S. Small Business Administration
Note  Bank of West August 21, 2001
    
    Incorporated by
reference to
Exhibit 10.6 to
Eldorados Form
10-KSB for the
fiscal year ended
March 31, 200310.7
    
    
    Bank of West, August 21, 2001, Deed of Trust
    
    Incorporated by
reference to
Exhibit 10.7 to
Eldorados Form
10-KSB for the
fiscal year ended
March 31, 200310.8
    
    
    Contract to Buy and Sell Real Estate (Commercial)
    
    Incorporated by
reference to
Exhibit 10.1 to
Eldorados Form
10-QSB for the
quarter ended
September 30, 200110.9
    
    
    Contract to Buy and Sell Real Estate (Residential)
    
    Incorporated by
reference to
Exhibit 10.2 to
Eldorados Form
10-QSB for the
quarter ended
September 30, 200110.10
    
    
    Contract to Buy and Sell Real Estate (Residential)
    
    Incorporated by
reference to
Exhibit 10.3 to
Eldorados Form
10-QSB for the
quarter ended
September 30, 200110.11
    
    
    Note receivable  Doug Larson
    
    Incorporated by
reference to
Exhibit 10.8 to
Eldorados Form
10-KSB for the
fiscal year ended
March 31, 2003
  19




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##### Table of Contents



ExhibitNo.
    
    Description
    
    Location10.12
    
    
    Doug Larson  Pledge agreement
    
    Incorporated by
reference to
Exhibit 10.9 to
Eldorados Form
10-KSB for the
fiscal year ended
March 31, 200310.13
    
    
    Note receivable  Kevin Sipple
    
    Incorporated by
reference to
Exhibit 10.10 to
Eldorados Form
10-KSB for the
fiscal year ended
March 31, 200310.14
    
    
    Kevin Sipple  Pledge agreement
    
    Incorporated by
reference to
Exhibit 10.11 to
Eldorados Form
10-KSB for the
fiscal year ended
March 31, 200310.15
    
    
    Management Consulting and Finders Agreement,
dated as of January 4, 2005, by and between the
Company and Capital Merchant Bank, LLC
    
    Incorporated by
reference to
Exhibit 10.1 to
Eldorados Form 8-K
filed with the
Securities and
Exchange Commission
on January 11, 200510.16
    
    
    Warrant to Purchase Shares of Common Stock, dated
January 4, 2005
    
    Incorporated by
reference to
Exhibit 10.2 to
Eldorados Form 8-K
filed with the
Securities and
Exchange Commission
on January 11, 200510.17
    
    
    Water Lease Agreement with Denver Wells, LLC
dated August 31, 2006
    
    Incorporate by
reference to
Exhibit 10.14 to
Eldorados Form 8-K
filed with the
Securities and
Exchange Commission
on October 4, 2006
  20




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##### Table of Contents



ExhibitNo.
    
    Description
    
    Location10.18
    
    
    Commercial Loan Agreement with American National
Bank dated February 20, 2007
    
    Incorporated by
reference to
Exhibit 10.18 to
Eldorados Form
10-KSB filed with
the Securities and
Exchange Commission
on June 26, 200710.19
    
    
    Commercial Loan Agreement with American National
Bank dated October 11, 2007
    
    Incorporated by
reference to Exhibit 10.1 to
Eldorados Form
10-QSB filed with
the Securities and
Exchange Commission
on November 14,
200710.20
    
    
    Purchase and Sale Agreement with Farmers
Reservoir and Irrigation Company Marshall Lake
Division Shares dated February 28, 2007
    
    Incorporated by
reference to
Exhibit 10.20 to
Eldorados Form
10-QSB filed with
the Securities and
Exchange Commission
on November 14,
200710.21
    
    
    Purchase and Sale Agreement with Farmers
Reservoir and Irrigation Company Marshall Lake
Division Shares dated August 2, 2007
    
    Incorporated by
reference to
Exhibit 10.21 to
Eldorados Form
10-QSB filed with
the Securities and
Exchange Commission
on November 14,
200710.22
    
    
    Water Use Agreement with the City of Louisville,
Colorado dated October 16, 2007
    
    Incorporated by
reference to
Exhibit 10.22 to
Eldorados Form 8-K
filed with the
Securities and
Exchange Commission
on November 21,
200710.23
    
    
    Purchase and Sale Agreement with Farmers
Reservoir and Irrigation Company Marshall Lake
Division Shares dated March 21, 2008
    
    Incorporated by
reference to
Exhibit 10.23 to
Eldorados Form
10-KSB filed with
the Securities and
Exchange Commission
on June 27, 200810.24
    *
    
    2008 Incentive Stock Plan
    
    Incorporated by
reference to Annex
A to Eldorados
Definitive Proxy
Statement on
Schedule 14A for
the Annual meeting
of Shareholders
held on August 26,
200810.25
    
    
    First Amendment to Water Lease Agreement dated
July 15, 2008
    
    Incorporated by
reference to
Exhibit 10.24 to
Eldorados Form 8-k
filed with the
Securities and
Exchange Commission
on August 1, 2008
  21




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##### Table of Contents



ExhibitNo.
    
    Description
    
    Location10.26
    
    
    Commercial Loan Agreement with American National
Bank dated March 17, 2009 (including Debt
Modification Agreement dated March 17, 2009)
    
    Filed herewith23.1
    
    
    Consent of Ehrhardt Keefe Steiner & Hottman PC
    
    Filed herewith31.1
    
    
    Certification of Principal Executive Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Exchange Act, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    
    Certification of Principal Financial Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Exchange Act, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.1
    
    
    Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
    
    Filed herewith32.2
    
    
    Certification of Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
    
    Filed herewith
 
 *
    
    Management contract or compensatory plan  22




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##### Table of Contents



SIGNATURES
  ELDORADO ARTESIAN SPRINGS, INC.By:
    /s/ Douglas A. LarsonDouglas A. Larson,President 
(Principal Executive Officer)   Name and Capacity
    
    Date/s/ Douglas A. Larson

Douglas A. Larson,
    
    June 29, 2009President and Director/s/ Kevin M. Sipple

Kevin M. Sipple,
    
    June 29, 2009Vice-President, Secretary and Director/s/ Cathleen Shoenfeld

Cathleen Shoenfeld,
    
    June 29, 2009Chief Financial Officer, Chief Accounting Officer(Principal Financial and Accounting Officer)/s/ Jeremy S. Martin

Jeremy S. Martin,
    
    June 29, 2009Vice-President and Director/s/ George J. Schmitt

George J. Schmitt,
Director
    
    June 29, 2009/s/ J. Ross Colbert

J. Ross Colbert,
Director
    
    June 29, 2009
  23




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##### Table of Contents



EXHIBIT INDEX
 10.26
    
    
    Commercial Loan Agreement with American
National Bank dated March 17, 2009 (including
Debt Modification Agreement dated March 17,
2009)
    
    Filed herewith23.1
    
    
    Consent of Ehrhardt Keefe Steiner & Hottman PC
    
    Filed herewith31.1
    
    
    Certification of Principal Executive Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Exchange Act, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    
    Certification of Principal Financial Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Exchange Act, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.1
    
    
    Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
    
    Filed herewith32.2
    
    
    Certification of Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
    
    Filed herewith
  24