U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
          EXCHANGE ACT OF 1934

                   For the quarterly period ended May 31, 2002

[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

          For the transition period from______________ to _____________

                         Commission file number 0-30276
                                                -------

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
              ----------------------------------------------------
              (Exact Name of Small Business Issuer in its Charter)

          NEW YORK                                               11-3377469
-----------------------------                                -------------------
(State or other jurisdiction                                  (I.R.S. Employer
incorporated or organization)                                Identification No.)

            1000 Woodbury Road - Suite 212A, Woodbury, New York 11797
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (516) 682-5900
                           ---------------------------
                           (Issuer's Telephone Number)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

          Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

          Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 of 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

          State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 16,591,000

           Transitional Small Business Disclosure Format (check one):
                            Yes [ ]           No [X]
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                                   FORM 10-QSB
                                      INDEX

                                                                        Page No.
                                                                        --------

Part I -  Financial Information

          Item 1 - Financial Statements (unaudited)

                   Balance Sheets - May 31, 2002 and May 31, 2001
                   (Unaudited).........................................   3

                   Statements of Operations - Three Months ended
                   May 31, 2002 and 2001 and period March 7, 1997
                   (inception) to May 31, 2002.........................   4

                   Statements of Cash Flows - Three months ended
                   May 31, 2002 and 2001 and period March 7, 1997
                   (inception) to May 31, 2002.........................   5

                   Notes to Financial Statements.......................   6-12

          Item 2 - Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.................   13-14

Part II - Other Information

          Item 1 - Legal Proceedings...................................   15

          Item 2 - Changes in Securities and Use of Proceeds...........   15

          Item 4 - Submission of Matters to a Vote of Security
                   Holders.............................................   15

          Item 5 - Other Information...................................   15

          Item 6 - Exhibits and Reports on Form 8-K....................   15

          Signatures...................................................   16


                                  Page 2 of 16
<PAGE>

<TABLE>
<CAPTION>
                           ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                              (A Company in the Development Stage)
                                         BALANCE SHEETS
                                           (Unaudited)
                                             MAY 31



                                                                           2002           2001
                                                                       --------------------------
<S>                                                                    <C>            <C>
ASSETS

Current Assets
   Cash                                                                $     2,881    $    16,006
   Accounts Receivable - Trade                                              62,744         57,207
   Deferred Offering Costs                                                   2,450          2,450
   Inventory                                                                34,860         29,378
-------------------------------------------------------------------------------------------------
Total Current Assets                                                       102,935        105,041
-------------------------------------------------------------------------------------------------

Property and Equipment
   Site Development                                                         85,027         85,027
   Office Equipment, Displays                                               16,924         15,324
   Trademark                                                                21,165         21,165
   Accumulated Depreciation, Amortization                                  (28,202)       (21,044)
-------------------------------------------------------------------------------------------------
Total Property and Equipment                                                94,914        100,472
-------------------------------------------------------------------------------------------------

Other
   Security Deposits                                                        39,712         24,712
-------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                           $   237,561    $   230,225
=================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable                                                         75,082        102,379
   Accrued Salary                                                          435,795        344,128
   Debentures Payable                                                       46,350         46,350
   Loan Payable                                                            221,073        166,187
-------------------------------------------------------------------------------------------------
Total Current Liabilities                                                  778,300        659,044
-------------------------------------------------------------------------------------------------

Stockholders' Equity
   Common Stock - Authorized 40,000,000 Shares $.01 Par Value;
     15,931,000 and 16,591,000 Issued and Outstanding                       42,320         42,320
   Preferred Stock - Series A, Authorized 1,000,000, $.01 Par Value,
     20,000 Shares Issued and Outstanding                                      200            200
   Paid-in Capital                                                         650,123        650,123
   Deficit Accumulated During Development Stage                         (1,233,382)    (1,121,462)
-------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                (540,739)      (428,819)
-------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $   237,561    $   230,225
=================================================================================================
</TABLE>

                                  Page 3 of 16
<PAGE>

<TABLE>
<CAPTION>
                      ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                         (A Company in the Development Stage)
                  STATEMENTS OF OPERATIONS AND (DEFICIT) ACCUMULATED
                               DURING DEVELOPMENT STAGE
                                      (Unaudited)
                                    FOR THE PERIODS


                                    March 1, 2002     March 1, 2001       Inception to
                                   to May 31, 2002   to May 31, 2001      May 31, 2002
                                   ---------------------------------------------------

<S>                                  <C>               <C>                <C>
REVENUES
   Sales                             $     45,797      $     28,045       $    443,670
--------------------------------------------------------------------------------------

COST OF SALES
   Beginning Inventory                     43,860            29,378                  0
   Expenses                                21,124            13,818            386,941
   Ending Inventory                       (34,860)          (29,378)           (34,860)
--------------------------------------------------------------------------------------
Total Cost of Sales                        30,124            13,818            352,081
--------------------------------------------------------------------------------------

GROSS PROFIT                               15,673            14,227             91,589
--------------------------------------------------------------------------------------

EXPENSES
   Officer's Salary                        16,667            25,000            500,000
   Salary                                       0                 0             45,675
   Consulting, Professional Fees              950                 0            385,995
   Utilities, Telephone                       592             4,228             35,729
   Promotion                                    0                 0             10,044
   Office Rent, Expenses                    9,002            20,894            226,041
   Taxes                                        0                 0             11,440
   Travel, Auto Expense                    13,843             5,704             70,318
   Supplies, Insurance, Other               2,659             1,011             51,369
   Depreciation, Amortization               1,462             2,601              9,819
--------------------------------------------------------------------------------------

TOTAL EXPENSES                             45,175            59,438          1,346,430
--------------------------------------------------------------------------------------

OTHER INCOME (EXPENSES)
   Rent Income                              3,750            10,395            105,117
   Startup Costs                                0                 0            (75,000)
   Stock Placement Fees                    (2,000)           (3,257)            (8,658)
--------------------------------------------------------------------------------------

TOTAL OTHER INCOME (EXPENSES)               1,750             7,138             21,459
--------------------------------------------------------------------------------------

NET (LOSS)                           $    (27,752)     $    (38,073)      $ (1,233,382)
======================================================================================

Earnings (Deficit) Per Share
   Basic                                   (0.002)           (0.002)            (0.077)
   Fully Diluted                           (0.002)           (0.002)            (0.077)

Shares Used in Calculation
   Basic                               16,068,500        16,068,500         16,068,500
   Fully Diluted                       16,168,500        16,068,500         16,168,500
</TABLE>

                                  Page 4 of 16
<PAGE>

<TABLE>
<CAPTION>
                                 ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                                    (A Company in the Development Stage)
                                           STATEMENT OF CASH FLOWS
                                                 (Unaudited)
                                               FOR THE PERIODS


                                                         March 1, 2002     March 1, 2001       Inception to
                                                        to May 31, 2002   to May 31, 2001      May 31, 2002
                                                        ---------------------------------------------------

<S>                                                       <C>               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Deficit Accumulated During Development Stage        $   (36,085)      $   (38,341)       $(1,233,382)
      Adjustments to Reconcile Net Income to Net Cash
      Provided by Operating Acitvities
        Depreciation, Amortization                              1,461             2,601             28,202
        Increase in Accounts Receivable                             0                 0            (62,744)
        (Increase) Decrease in Inventory                        9,000                 0            (34,860)
        Increase in Accrued Expense                            25,000            25,000            435,795
        Increase (Decrease)in Accounts Payable                (15,000)           15,559             75,082
        Increase in Pauroll Tax Payable                                               0
        Increase in Deferred Offering Costs                         0                 0             (2,450)
----------------------------------------------------------------------------------------------------------

NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES              (15,624)            4,819           (794,357)
----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Site Development                                              0                 0            (85,027)
      Purchase of Equipment                                         0                 0            (16,924)
      Increase in Security Deposits                                 0                 0            (39,712)
      Acquisition of Trademark                                      0                 0            (21,165)
----------------------------------------------------------------------------------------------------------

NET CASH (USED) BY INVESTING ACTIVITIES                             0                 0           (162,828)
----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Issuance of Preferred Stock                                   0                 0            200,233
      Increase in Debentures Payable                                0                 0             46,350
      Increase in Loan Payable                                    686            12,000            221,073
      Sale of Common Stock                                          0                 0            492,410
----------------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                         686            12,000            960,066
----------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                               (14,938)           16,819              2,881

CASH -Beginning                                                17,819              (813)                 0
----------------------------------------------------------------------------------------------------------

CASH - Ending                                                   2,881            16,006              2,881
==========================================================================================================

Supplemental Disclosures:
      Conversion of Loan Payable to Preferred Stock                 0                 0            200,233
      Stock Issued For Professional Fees                            0                 0             75,000
      Stock For Placement Fees                                      0                 0                499
==========================================================================================================
</TABLE>

                                  Page 5 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                  May 31, 2002


NOTE 1 -  ORGANIZATION

          Adirondack Pure Springs Mt. Water Co., Inc. (the Company) is a New
York corporation established March, 1997. It was formed to extract, distribute
and contract private label mountain water from a stream and spring fed reservoir
in both bulk and bottled forms in the northeastern United States. The Company
plans to bottle its drinking water at the source near the Village of Lake
George, New York. The Company has an exclusive ground and water lease with the
Incorporated Village of Lake George, which provides exclusive rights to four
water sources, as well as five acres of property to build a 50,000 square foot
bottling plant.

          The Company's primary water source flows into a protected, natural
mountain and spring reservoir at a minimum rate of 560,000 gallons per day of
high quality, natural and mountain spring water. This reservoir is located 2,700
feet up a mountain from the proposed bottling plant site.

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Property and Equipment - Property and equipment are recorded at cost
when acquired. Improvements that significantly add to the productive capacity or
extend the useful life of the related asset are capitalized. Site development
costs will be amortized over the lesser of the life of the lease or asset.
Office equipment will be depreciated over the estimated useful lives of the
assets ranging from 3 to 7 years. When property or equipment is sold or
otherwise disposed of, the related cost and accumulated depreciation or
amortization are removed from the accounts and any gain or loss is included in
income.

          Maintenance and repairs are charged to expense in the period incurred.

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

          Income Taxes - The Company accounts for income taxes according to the
liability method. Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and income tax bases
of assets and liabilities and are measured using enacted tax rates and laws that
are in effect.

          Method of Accounting - The Company prepares its financial statements
on the accrual method of accounting, recognizing income when earned and expenses
when incurred. Income is considered earned when products are shipped, at which
time customers are billed and revenue is recognized.

                                  Page 6 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                  May 31, 2002


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Accounts Receivable - Management considers all accounts receivable to
be collectible. Therefore, no allowance for bad debts has been included in the
statements.

          Impairment of Long-Lived Assets - Long-lived assets (i.e., property,
plant and equipment) held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the net book value of
the asset may not be recoverable. An impairment loss will be recognized if the
sum of the expected future cash flows (undiscounted and before interest) from
the use of the asset is less than the net book value of the asset. Generally,
the amount of the impairment loss is measured as the difference between the net
book value of the assets and the estimated fair value of the related asset.

          Earnings per Share - Effective for the year ended February 28, 1998,
the Company adopted Statement of Financial Standards No. 128, Earnings Per Share
("FAS 128"). FAS 128 replaces prior earnings per share "EPS") reporting
requirements and requires the dual presentation of basic and diluted EPS. Basic
EPS excludes dilution and is computed by dividing net income by the weighted
average number of shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock.

          Inventory - The Company reports inventory at the lower of cost or
market value using the first-in, first-out method. Inventory consists of bottles
and packaging materials. Inventory is decreased based on the number of units
bottled per customer orders.

          Incentive Stock Options - The Company adopted its stock incentive plan
on July 1, 1998. The Plan enables the company to grant incentive stock options,
nonqualified options and stock appreciation rights for up to 1.5 million shares
of the Company's common stock. All options must conform to federal income tax
regulations and have an exercise price of not less than the fair value of shares
at the date of the grant (110% of fair value for ten percent or more
shareholders). Fair value is determined on the option issue date using the
market value of the stock on an established exchange or the Black-Scholes model
if the stock is not listed on an exchange at the time options are issued.
Options are issued by a committee established by the board of directors based on
eligibility and must be exercised within terms specified on the grant date.

          For financial statement purposes, compensation expense would be
recorded only if the options were issued below fair value. As of the date of
these financial statements, no options had been issued under the stock incentive
plan. Outside of the stock incentive plan, in conjunction with the offering of
the Company's stock referenced in Note 6, the Company issued options as
compensation to legal counsel for 100,000 shares of common stock at $0.20 per
share. This value was agreed upon between counsel and management. See also Note
11.

                                  Page 7 of 16
<PAGE>

                  ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                  May 31, 2002


NOTE 3 -  INVESTMENT - TRADEMARK

          On April 17, 2000 the Company completed it's acquisition of the Max 02
trademark from Creative Beverages of Canada, Inc. The cost of $21,165 is to be
amortized over a period of ten years, its estimated useful life. Amortization
since acquisition to May 31, 2002 was $3,468.

NOTE 4 -  LOAN PAYABLE

          At February 28, 1998, the Company had been advanced funds from a
related party. These amounts were non-interest bearing. During the subsequent
fiscal year $200,233 of such loans were converted into preferred stock (see also
Note 7). The balance represents additional advances after such conversion.

NOTE 5 -  INCOME TAXES

          No provision for income taxes is required as the Company has incurred
losses during its development stage. These losses are available to offset
taxable years in the future. The losses will be available until 2018 and 2019,
respectively.

NOTE 6 -  COMMON STOCK

          The Company's Certificate of Incorporation provided for 200 shares of
common stock, no par value. On August 5, 1998, the shareholders amended the
Certificate of Incorporation. The Company is now authorized to issue 40,000,000
shares of common stock, $.01 par value. Consequently, the initial shareholders
were given a 133,590 for one stock split. Also, during 1998, the Company entered
into an offering of 2,000,000 shares of common stock at an offering price of
$.50 per share. Under this offering 522,000 shares were issued.

          During February 2000, the Company sold 50,000 units consisting of 1
share of common stock with 1 warrant at $2.00 per unit. The warrants allow the
holder to obtain additional shares at $3.00 per share.

NOTE 7 -  PREFERRED STOCK

          In August, 1998, the Company amended its Certificate of Incorporation
to authorize the issuance of 1,000,000 shares of undesignated preferred stock
with a $.01 par value. The Board of Directors is authorized to issue preferred
stock in one or more series with varying designations, preferences or other
special rights. The Board has issued 20,000 shares of Series A redeemable
preferred stock, par value $.01 per share. Series A redeemable preferred stock
shall contain preferential liquidation rights in the amount of $200,233 but is
not entitled to dividends or voting rights, except as to matters which may
adversely affect the rights of the Series A redeemable preferred stock or as
otherwise required by law. Redemption of this stock, at the Company's option,

                                  Page 8 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                  May 31, 2002


NOTE 7 -  PREFERRED STOCK (Continued)

could start January 1, 2001 through payments of up to 20% of the Company's
pre-tax profit. There have not been any redemptions as the Company has not had
any profits.

NOTE 8 -  COMMITMENTS, CONTINGENCIES

          Properties - The Company has an exclusive ground and water lease with
the Incorporated Village of Lake George, which provides rights to four (4) pure
water sources, as well as five (5) acres of property for construction of an up
to a 50,000 square foot bottling plant. The lease term for the water source is
for five (5) years expiring May 2002 with two five (5) year renewal options. If
the plant is constructed, the lease term extends to 2029. At the termination of
the lease, all improvements become the property of the Village. Initial base
rent for water $.001 per gallon with a minimum $30,000 commencing in the second
year of the lease. The Company has renewed its lease with the Village of Lake
George, and is in the process of renegotiating and extending the term of the
lease.

          The Company has entered into a license agreement for office space at
1000 Woodbury Road, Suite 212A, Woodbury, New York 11797. The term ends
September 30, 2002, and is subject to monthly extensions pursuant to a new lease
for either the existing occupied space or new space in the building. Minimum
annual rentals for the year ending:

                  September 30, 2002           $  7,500
                                               --------
                                               $  7,500
                                               ========


          The Company had entered into a verbal employment agreement with David
Sackler, its President and Chief Executive Officer, for a term of five years,
for a term ending April 30, 2002 at a salary of $100,000 per year. The Company
is negotiating a new five year contract which, when executed, will include the
period subsequent to April 30, 2002. No accrual for the month of May 2002 has
been included in these financial statements.

                                  Page 9 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                  May 31, 2002


NOTE 8 -  COMMITMENTS, CONTINGENCIES (Continued)

          The amount of compensation to Mr. Sackler recorded in these financial
statements is as follows:

<TABLE>
<CAPTION>
                                                                        March 7,
                                                                          1997
                                   March 1, 2001    March 1, 2002     (inception)
                                  to May 1, 2001   to May 1, 2002   to May 31, 2002
          -------------------------------------------------------------------------
<S>                                  <C>              <C>               <C>
          Compensation recorded      $ 25,000         $ 16,667          $500,000
          Compensation paid                 0                0            64,205
          Compensation deferred        25,000           16,667           435,795
</TABLE>

          Mr. Sackler's deferred salary will be paid from operating revenues and
not from the proceeds of any offering. Future commitments to Mr. Sackler under
his employment agreement referenced above are as follows:

NOTE 9 -  RELATED PARTY TRANSACTIONS

          The Company has entered into a consulting agreement with CES
Consulting Co., Inc. (CES). The agreement is for five (5) years beginning
December 31, 1997 at an annual cost of $100,000 per year.

          The Company has entered into a business consulting agreement with
Madison Venture Capital II, Inc. (Madison), of which two shareholders of the
Company are principals. The agreement began on October 1, 1998. The agreement is
for a period of 5 years at the rate of $2,000 per month. Services specified in
the agreement have not been performed; therefore, the parties have agreed that
no fees are due to Madison until such time as the parties agree that services
will commence and payments will accrue.

NOTE 10 - DEVELOPMENT BOND

          The Company has been approved for a bond offering loan of four million
six hundred and twenty-five thousand dollars ($4,625,000) by the Counties of
Warren and Washington Industrial Development Agency for the purpose of
constructing an up to 50,000 square foot bottling plant. The Company had until
July 31, 2000 to begin the bond offering.

                                  Page 10 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                  May 31, 2002


NOTE 10 - DEVELOPMENT BOND (continued)

          In June, 2000, the Company decided not to pursue the extension of the
IDA bond offering for several reasons including:

          a)      The potential for construction permit approval delays from the
                  Adirondack Park Agency (APA) regarding building size. In
                  March, 2000, the Company became aware of APA's authority
                  regarding the construction of buildings exceeding 10,000
                  square feet. APA approval for the larger structures was rarely
                  received. The Company determined that building several smaller
                  structures was not feasible due to the property size.

          b)      The bond agreement required hiring of full-time employees.
                  This number of full-time employees is not necessary for the
                  operations anticipated by the Company and based on the allowed
                  building size.

          The Company reserves the right to resubmit for an IDA bond for a site
facility. The Company presently intends to pursue other, less costly, forms of
funding for construction for a 10,000 square foot bottling facility.

NOTE 12 - SUBSEQUENT EVENTS

          The Company has filed for two trademarks:

          1)      for the name HYDRO-LITE. The product is a spring water based,
                  electrolyte enhanced, flavored sports water.

          2)      for the name ADAMS ALE which is water contained in a beer
                  shaped bottle. This will be marketed to beverage distributors.

          Consulting Agreement - The Company has signed a consulting agreement
with American Equity Financing, Inc. a New York corporation. The Company engaged
and retained Consultant, and Consultant agreed to render services and advice to
the Company for a two (2) year period commencing December 18, 2000 and ending
December 17, 2002. The Company shall compensate the Consultant as follows: (i)
The payment of annual fee $132,000.00 or one initial payment of 660,000 shares
of free trading common stocks. (ii) The Consultant shall pay all "out-of-pocket"
expenses in connection with the services rendered and shall not be entitled to
reimbursement from the Company.

                                  Page 11 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                  May 31, 2002


NOTE 13 - STOCK OPTIONS

          Stock options issued by the Company as described in Note 2 were issued
on November 15, 1997 and expire on November 15, 2002. For the quarters ended May
31, 2002 and 2001, the status of these options was as follows:

<TABLE>
<CAPTION>
                                           2002                             2001
                              ------------------------------   ------------------------------
                               Number of   Option Price per     Number of   Option Price per
                                Shares           Share           Shares           Share
                              ---------------------------------------------------------------

<S>                             <C>              <C>             <C>              <C>
Options outstanding at
beginning of period             100,000          $0.20           100,000          $0.20

Options granted during the
period                                0                                0

Options outstanding and
exercisable at end of
period                          100,000          $0.20           100,000          $0.20
</TABLE>

          None of the options granted by the Company were exercised, forfeited
or expired during the quarters ended May 31, 2002 and 2001.

                                  Page 12 of 16
<PAGE>

Item 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS

          The following discussion and analysis should be read in conjunction
with the financial statements and accompanying notes appearing elsewhere herein.

          The accompanying financial statements have been prepared in conformity
with the accounting principles stated in the audited financial statements for
the year ended February 28, 2002 and reflect all adjustments which are, in the
opinion of management, necessary for a fair statement of the financial position
as of May 31, 2002, and the results of operations for the periods presented. The
operating results for the interim periods are not necessarily indicative of
results for the full fiscal year.

FORWARD LOOKING STATEMENTS

          When used in this Form 10-QSB and in future filings by Adirondack Pure
Springs Mt. Water Co., Inc. (Adirondack) with the Securities and Exchange
Commission, the words or phrases "will likely result," "management expects," or
we expect," "will continue," is anticipated," "estimated," or we expect"," "will
continue," "is anticipated," "estimated," or similar expression or use of the
future tense, are intended to identify forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on any such forward-looking statements,
each of which speak only as of the date made. These statements are subject to
risks and uncertainties, some of which are described below and others are
described in other parts of this Form 10QSB. Actual results may differ
materially from historical earnings and those presently anticipated or
projected. We have no obligation to publicly release the result of any revisions
that may be made to any forward-looking statements to reflect anticipated events
or circumstances occurring after the date of such statements.

MARKETING

          Adirondack has its own proprietary brand, AvivA SPRINGS. Adirondack
intends to expand the sales and breadth of product type of AvivA SPRINGS through
its new relationship with the Federated Group, wherein AvivA will be introduced
into grocery distribution. Sales concentration of AvivA will continue in the
specialty retail and health club outlets in the Northeast and expand nationwide.
AvivA SPRINGS will be sold in various sizes, ranging from 16.9 ounce size
bottles to 1 gallon and specialty packs. The Company will continue its efforts
of product placement and event marketing as well as other cost effective
marketing concepts to gain exposure for AvivA Springs, including the 2002
Hamptons Music Festival, a three week classical music festival in Bridgehampton,
NY, and various fitness and bodybuilding events, including the largest
international professional bodybuilding event on the East Coast, the IFBB Night
of The Champions in 2002 and 2003. Adirondack has focused on the development and
sales of its proprietary product MaxO2, an oxygenated natural water that is a
value-added water product geared towards the health and fitness enthusiast and
crosses the line to include the largest growing beverage market segment to
become a member of the second largest growing beverage segment, the alternative
beverage market. The product is expected to be sold in specialty retail natural
food, and dietary supplement stores and chains. MaxO2 has been promoted and
marketed in similar fashion to AvivA Springs, and has been, and continues to be

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the official waters of International Federation of Body Builder events,
including the prestigious Mr., Ms., and Fitness Olympia events, and the amateur
level National Physique Committee National Championships. We intend to continue
to pursue this venue as a promotional platform to place MaxO2 and AvivA Springs
in the forefront of the multi-billion dollar health/fitness and supplement
industry.

          In February, 2002, the Company signed a sales agreement with the
Federated Group of Arlington Heights, Illinois. The Federated Group is a
national, multi-billion dollar company specializing is sales, marketing, and
distribution in the grocery industry. The Company shall compensate Federated
through sales commissions

          In March, 2002, the Company entered into a sales agreement with
Contemporary Marketing, Inc (CMI) of Buffalo Grove, Illinois. The Company has
engaged CMI to provide sales services in the specialty retail and select retail
arenas. The Company shall compensate CMI through of sales commissions.

AGREEMENT WITH GENERAL NUTRITION CENTERS

          Adirondack is currently addressing its relationship with General
Nutrition Centers to enhance its position as a supplier to the company of
various convenience beverages and supplements. This will include marketing and
other promotional opportunities that will be addressed in the coming months.

NEW PRODUCT

          Adirondack has begun production on behalf of Bodyonics, Ltd. of
Pinnacle AquaLean Diet & Fitness Water. The initial rollout has commenced into
the entire 4,000 store General Nutrition Centers Retail System, as well as more
than 100 Vitamin Shoppe Stores, 150 Great Earth Vitamin Stores, and numbers of
other retailers, gyms, and health clubs that are being serviced by various
distributors, including Tree of Life. The Company has worked with Pinnacle to
introduce two more exciting flavors of AquaLean, Tropical Passion, Cool Citrus,
and the original Berry Blast.

          The Company is currently working with several other companies in the
sports nutrition industry, nutrition and diet industry, and the pharmaceutical
industry to introduce value added beverages in the near future.

          The Company continues to pursue joint venture and merger/acquisition
opportunities throughout North America and other markets worldwide. The purpose
of each opportunity is to expand the production capability, product type
capability, and distribution reach of the Company.

RESULTS OF OPERATIONS

          As the Company is in its development stage, there is no relevant
comparison with operations for the three months ended May 2002 as compared to
the same period in 2001.

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          General and administrative expenses consist primarily of office rent
and expenses and accrued officer's salary.

LIQUIDITY AND CAPITAL RESOURCES

          The Company's operations have been financed principally by loans from
shareholder and deferring payment of the officer's salary. As of August 31,
2001, the Company's working capital is $(675,365).

          Net cash used by operations for the three months ended May 31, 2002
was primarily due to the accrued officer's salary. Net cash from financing
activities was due to additional funds loaned by management.

          The Company believes that its short-term liquidity need will continue
to be met through funds invested by management. These funds come from funds put
into the Company met the deferral of salary accrued to management. Long- term
liquidity is anticipated to be met through a stock offering. The Company is
currently in discussions with underwriters towards the goal of a stock offering.

          Management is also in discussion with private investor groups to
obtain working capital funds. There can be no assurance that either the stock
offering or private funds will be accomplished.


                           Part II - Other Information

Item 1 -  Legal Proceedings

          The Company is not currently involved in any legal proceedings to the
best of management's knowledge.

Item 2 -  Changes in Securities and Use of Proceeds

          There are none.

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

          Not applicable

Item 5 -  Other Information.

          None

Item 6 -  Exhibits and Reports on Form 8-K

          a)      Exhibits - None

          b)      Reports on Form 8-K - No reports on Form 8-K were filed during
                  the quarter

                                  Page 15 of 16
<PAGE>

                                   SIGNATURES

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

July 19, 2002                          /s/ DAVID SACKLER
                                       -----------------------------------
                                       David Sackler
                                       PRESIDENT & CHIEF EXECUTIVE OFFICER


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