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 November 30, 2000
                                               -----------------

[ ]   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.)

                 125 Michael Drive, Suite 101, Syosset, NY 11791
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (516) 921-7288
                           ---------------------------
                           (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 [ ]  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:  15,881,000

      Transitional Small Business Disclosure Format (check one):

                            Yes [ ]            No [X]


                                  Page 1 of 17
<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 - November 30, 2000 and
               November 30, 1999(Unaudited) .............................     3

            Statements of Operations - Three Months ended
               November 30, 2000 and 1999 and period
               March 7, 1997 (inception) to November 30, 2000 ...........   4-5

            Statements of Cash Flows - Three Months ended
               November 30, 2000 and 1999 and period
               March 7, 1997 (inception) to November 30, 2000 ...........     6

            Notes to Financial Statements ...............................  7-13

      Item 2 - Management's Discussion and Analysis of Financial
               Condition and Results of Operations ...................... 14-15

Part II - Other Information

      Item 1 - Legal Proceedings.........................................    16

      Item 2 - Changes in Securities and Use of Proceeds ................    16

      Item 4 - Submission of Matters to a Vote of Security Holders ......    16

      Item 5 - Other Information ........................................    16

      Item 6 - Exhibits and Reports on Form 8-K .........................    16

      Signatures ........................................................    17


                                  Page 2 of 17
<PAGE>

<TABLE>
                                                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                                 (A DEVELOPMENT STAGE COMPANY)

                                                                                BALANCE SHEETS
                                                                                   (UNAUDITED)

                                                                                  NOVEMBER 30,

<CAPTION>
==============================================================================================
                                                                       2000           1999
----------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>
ASSETS

CURRENT ASSETS
   Cash                                                              $   5,893      $   4,384
   Accounts Receivable - Trade                                          57,206         31,132
   Deferred Offering Costs                                               2,450          2,450
   Inventory                                                            31,716         24,034
----------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                    97,265         62,000
----------------------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT
   Site Development                                                     85,027         77,466
   Office Equipment, Displays                                           15,324          7,824
   Trademark                                                            21,165              0
   Accumulated Depreciation, Amortization                              (15,841)        (5,903)
----------------------------------------------------------------------------------------------
TOTAL PROPERTY AND EQUIPMENT                                           105,675         79,387
----------------------------------------------------------------------------------------------

OTHER ASSET
   Deposits                                                                  0         13,507
   Security Deposits                                                    24,712         24,712
----------------------------------------------------------------------------------------------

TOTAL ASSETS                                                         $ 227,652      $ 179,606
==============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

   Debentures Payable                                                $  46,350      $       0
CURRENT LIABILITIES
   Accounts Payable                                                    169,865        147,694
   Accrued Salary                                                      284,647        150,333
   Loan Payable                                                        127,887         81,467
   Payroll Tax Payable                                                       0         32,376
----------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                              645,227        411,870
----------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
   Common Stock - Authorized 40,000,000 Shares $.01 Par Value;          35,720         35,220
    15,931,000 and 13,881,000 Issued and Outstanding
   Preferred Stock - Series A, Authorized, 1,000,000 at $.01 Par           200            200
    Value; 20,000 Shares Issued
   Paid-in Capital                                                     524,723        424,683
   Deficit Accumulated During Development Stage                       (978,218)      (692,367)
----------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                  (417,575)      (232,264)
----------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 227,652      $ 179,606
==============================================================================================
</TABLE>

                                  Page 3 of 17
<PAGE>

<TABLE>
                                                                  ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                                                (A DEVELOPMENT STAGE COMPANY)

                                                           STATEMENTS OF OPERATIONS AND (DEFICIT) ACCUMULATED
                                                                                     DURING DEVELOPMENT STAGE
                                                                                                  (UNAUDITED)

                                                                                               FOR THE PERIOD

<CAPTION>
=============================================================================================================
                                                          September 1,       September 1,      March 7, 1997
                                                            2000 to            1999 to        (inception) to
                                                          November 30,       November 30,       November 30,
                                                             2000               1999               2000
-------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>                <C>
REVENUES
     Sales                                               $      32,328      $      10,197      $     116,784

COST OF SALES                                                  (18,310)            20,065           (184,608)
-------------------------------------------------------------------------------------------------------------

GROSS PROFIT (LOSS)                                            (14,018)            (9,868)           (67,824)
-------------------------------------------------------------------------------------------------------------

EXPENSES
     Officer's Salary                                           25,000             31,000            358,333
     Promotion                                                   2,390                  0              7,740
     Consulting, Professional Fees                              39,727             24,000            240,754
     Commission                                                      0                900                  0
     Utilities, Telephone                                        4,151                  0             24,930
     Office Rent, Expenses                                      19,899             15,769            152,959
     Taxes                                                           0              1,836             11,440
     Insurance                                                       0                  0              9,356
     Travel, Auto Expense                                        4,343              1,532             32,998
     Equipment Rental                                                0                  0              8,399
     Supplies, Miscellaneous                                     1,288                  0             41,615
     Depreciation, Amortization                                  1,584             (2,191)             5,118
-------------------------------------------------------------------------------------------------------------

TOTAL EXPENSES                                                  98,382             72,846            893,642
-------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSES)
     Rent Income                                                10,200             12,250             60,247
     Startup Costs                                                   0            (75,000)           (75,000)
     Stock Placement Fees                                            0                  0             (1,999)
-------------------------------------------------------------------------------------------------------------

TOTAL OTHER INCOME (EXPENSES)                                   10,200            (62,750)           (16,752)
-------------------------------------------------------------------------------------------------------------

NET (LOSS)                                                     (74,164)          (145,464)          (978,218)
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                  Page 4 of 17
<PAGE>

<TABLE>
                                                                  ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                                                (A DEVELOPMENT STAGE COMPANY)

                                                           STATEMENTS OF OPERATIONS AND (DEFICIT) ACCUMULATED
                                                                         DURING DEVELOPMENT STAGE (CONTINUED)
                                                                                                 (UNAUDITED))

                                                                                               FOR THE PERIOD

<CAPTION>
=============================================================================================================
                                                          September 1,       September 1,      March 7, 1997
                                                            2000 to            1999 to        (inception) to
                                                          November 30,       November 30,       November 30,
                                                             2000               1999               2000
-------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>                <C>
DEFICIT ACCUMULATED DURING
 DEVELOPMENT STAGE - BEGIN                               $    (904,054)     $    (596,903)     $           0
-------------------------------------------------------------------------------------------------------------

DEFICIT ACCUMULATED DURING
 DEVELOPMENT STAGE - END                                 $    (978,218)     $    (692,367)     $    (977,247)
=============================================================================================================

(LOSS) PER SHARE - BASIC                                 $        (.00)     $        (.00)     $        (.06)

(LOSS) PER SHARE - DILUTED                               $        (.00)     $        (.00)     $        (.06)
=============================================================================================================

SHARES USED IN PER SHARE
 CALCULATION - Basic                                        15,931,000         15,881,000         15,931,000
SHARES USED IN PER SHARE
 CALCULATION - Diluted                                      15,981,000         15,981,000         15,981,000
=============================================================================================================
</TABLE>

                                  Page 5 of 17
<PAGE>

<TABLE>
                                                                          ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                                                        (A DEVELOPMENT STAGE COMPANY)

                                                                                              STATEMENT OF CASH FLOWS
                                                                                                          (UNAUDITED)

                                                                                                       FOR THE PERIOD

<CAPTION>
=====================================================================================================================
                                                                 September 1,       September 1,      March 7, 1997
                                                                   2000 to            1999 to        (inception) to
                                                                 November 30,       November 30,      November 30,
                                                                     2000               1999              2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss                                                   $     (74,164)     $     (61,830)     $    (978,218)
     Adjustments to Reconcile Net Income to Net Cash
      Provided by Operating Activities:
       Depreciation and Amortization                                    3,045                561             15,841
       (Increase) Decrease in Accounts Receivable                     (31,604)                 0            (57,206)
       (Increase) Decrease in Inventory                                     0            (24,034)           (31,716)
       Increase (Decrease) in Accrued Expense                          24,999                  0            284,647
       (Increase) Decrease in Deferred Offering Costs                       0             (2,450)            (2,450)
       Increase in Accounts Payable                                    21,949             62,030            169,865
       Increase in Payroll Tax Payable                                 16,478              9,670             16,478
--------------------------------------------------------------------------------------------------------------------
NET CASH (USED) PROVIDED BY OPERATING
 ACTIVITIES                                                           (39,297)           (16,053)          (582,759)
--------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Site Development                                                       0                  0            (85,027)
     Purchase of Equipment                                                  0                  0            (15,324)
     Increase in Security Deposits                                          0                  0            (24,712)
     Payments for Trademark Acquisition                                     0                  0            (21,165)
--------------------------------------------------------------------------------------------------------------------
NET CASH (USED) BY INVESTING ACTIVITIES                                     0                  0           (146,228)
--------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM BY FINANCING
 ACTIVITIES
     Issuance of Debentures                                                 0                  0             46,350
     Issuance of Preferred Stock                                            0                  0            200,233
     Increase in Loan Payable                                          27,950              1,500             99,937
     Sale of Common Stock                                                   0                  0            360,410
--------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING
 ACTIVITIES                                                            27,950              1,500            734,880
--------------------------------------------------------------------------------------------------------------------

NET (DECREASE) INCREASE IN CASH                                       (11,347)           (14,553)             5,893

CASH - BEGINNING                                                       17,240             18,937                  0
--------------------------------------------------------------------------------------------------------------------

CASH - ENDING                                                   $       5,893      $       4,384      $       5,893
=====================================================================================================================
SUPPLEMENTAL DISCLOSURES:
     Conversion of Loan Payable to Preferred Stock              $           0      $           0      $     200,233
     Stock Placement Fees                                       $           0      $           0                499
     Stock Issued for Professional Fees                         $           0      $           0      $      75,000
=====================================================================================================================
</TABLE>

                                  Page 6 of 17
<PAGE>

                                     ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (UNAUDITED)

                                                               NOVEMBER 30, 2000

================================================================================


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 7 of 17
<PAGE>

                                     ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (UNAUDITED)

                                                               NOVEMBER 30, 2000

================================================================================


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 5, 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 8 of 17
<PAGE>

                                     ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (UNAUDITED)

                                                               NOVEMBER 30, 2000

================================================================================


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 November 30, 2000 was $1,352.
      Amortization for the quarter ending November 30, 2000 included $444 of
      previously unrecorded amortization.


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 6). The balance represents additional advances during the
      current three-month fiscal year and are non-interest bearing.


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 2017 and
      2018, 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 for
      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


                                  Page 9 of 17
<PAGE>

                                     ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (UNAUDITED)

                                                               NOVEMBER 30, 2000

================================================================================


NOTE 7 - PREFERRED STOCK (CONTINUED)

      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, could start January 1, 2001 through payments of up to 20% of the
      Company's pre-tax profit.


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 entered into a five-year lease for office space. The lease
      term is from October 1, 1998 through September 30, 2003.

      Minimum annual rentals for the year ending:

            November 30, 2001    $  88,810
            November 30, 2002       88,810
            November 30, 2003       79,008
            November 30, 2004       30,000
                                 ---------
                                 $ 286,628
                                 =========

      The Company has entered into a verbal employment agreement with David
      Sackler, its President and Chief Executive Officer, for a term of five
      years at a salary of $100,000 per year.


                                 Page 10 of 17
<PAGE>

                                     ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (UNAUDITED)

                                                               NOVEMBER 30, 2000

================================================================================


NOTE 8 - COMMITMENTS, CONTINGENCIES (CONTINUED)

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

                                September 1,    September 1,
                                   2000 to         1999 to       March 7, 1997
                                November 30,    November 30,    (inception) to
                                    2000            1999         May 31, 2000
      -------------------------------------------------------------------------

      Compensation recorded          $25,000         $18,000          $333,333
      Compensation paid                    0               0            73,686
      Compensation deferred           25,000          18,000           259,648

      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:

      For the Year ended:
      November 30, 2000 - February 28, 2001   $ 100,000
      December 1, 2001 - April 30, 2002          41,667
                                              ---------
                                              $ 141,667
                                              =========

NOTE 9 - RENTAL INCOME

      The Company has negotiated with a subtenant for a two-year sublease
      beginning August 1, 1999 with rent at $24,000 for Year 1 and $25,200 for
      Year 2. There is a two-year renewal option.

NOTE 10 - 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.


                                 Page 11 of 17
<PAGE>

                                     ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (UNAUDITED)

                                                               NOVEMBER 30, 2000

================================================================================


NOTE 11 - 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 has
      until July 31, 2000 to begin the bond offering (see also Note 11).

      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.

      The Company's products are the official waters of the International
      Federation of Bodybuilders (IFBB) and the 2000 Ms Olympia; 2000 Fitness
      Olympia and the Olympia Weekend 2000.


                                 Page 12 of 17
<PAGE>

                                     ADIRONDACK PURE SPRINGS MT. WATER CO., INC.

                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (UNAUDITED)

                                                               NOVEMBER 30, 2000

================================================================================


NOTE 12 - SUBSEQUENT EVENTS (CONTINUED)

      Marketing - The Company is negotiating with Leisure Concepts, Inc. for two
      license agreements for supplying bottled water for World Championship
      Wrestling and Pokemon. The fee arrangement has not been completed, but
      management feels that the fee will be 12%.

      Consulting Agreement - The Company has signed a consulting agreement with
      American Equity Financing, Inc. a New York corporation. The Company hereby
      engages and retains Consultant, and Consultant hereby agrees 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.


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
      November 30 2000 and 1999, the status of these options was as follows:

<TABLE>
<CAPTION>
                                                 2000                       1999
                                                 ----                       ----
                                          Number   Option Price      Number    Option Price
                                        of Shares    per Share     of  Shares    per 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 November 30, 2000 and 1999.


                                 Page 13 of 17
<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 29, 2000 and reflect all adjustments which
      are, in the opinion of management, necessary for a fair statement of the
      financial position as of November 30, 2000, 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 10QSB 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 sponsors the largest professional bodybuilding show on the East
      Coast, The Night of The Champions Bodybuilding Contest, in New York City.
      AvivA Springs is official water of the event.

      Adirondack furthers its relationship with the health and fitness
      industry as Max02 and AvivA Springs are named the Official Waters of
      the International Federation of Bodybuilders Pro Division (I.F.B.B.),
      Ms. Olympia, Fitness Olympia, Ms. Olympia, and Olympia Weekend 2000.
      Adirondack's Max02 and AvivA Spring will hold the same designation in
      2001.

      Adirondack's AvivA Springs is named the Official Bottled Water of The
      Hamptons Music Festival, a three-week classical music festival in East
      Hampton.

      Adirondack is named the exclusive private labeled bottled water supplier
      to Tree of Life/ Gourmet Awards Distributing, the largest natural and
      health foods distributor in the United States. Tree of Life's Blue
      Mountain Spring Water will have its distribution expanded into all of its
      distribution centers throughout the United States in 2001.

      AGREEMENT WITH GENERAL NUTRITION CENTERS

      Adirondack agrees with General Nutrition Centers that Max02 will be
      carried in all 4,400 GNC stores throughout the United States. Distribution
      is to begin at the end of the first quarter 2001 for the Northeast region,
      followed by the Southern and Western regions. A joint promotion between
      Adirondack, GNC and the I.F.B.B. will begin in the first quarter of 2001
      for a 10-month sweepstakes for trips to the most prestigious Bodybuilding
      and fitness events in the United States, the Night of the Champions and
      the Olympia contests.


                                 Page 14 of 17
<PAGE>

      NEW PRODUCT

      Adirondack begins negotiations with Phoenix Laboratories, owners of the
      national chain of vitamin stores, Great Earth Vitamin Stores, and the
      sports nutrition company, Bodyonics/Pinnacle. A joint venture for the
      development, production and distribution of AquaLean, a value added
      bottled water that is an anti-oxidant and thermogenic beverage is formed
      with product introduction expected at the end of the first quarter of
      2001, and national rollout in the 2nd quarter of 2001.

      RESULTS OF OPERATIONS

      As the Company is in its development stage, there is no relevant
      comparison with operations for the three months ended November 30 as
      compared to the same period in 1999.

      General and administrative expenses consist primarily of office rent and
      expenses and accrued officer's salary. The office rent costs are partially
      offset by $10,200 in sublease rental income.

      LIQUIDITY AND CAPTIAL RESOURCES

      The Company's operations have been financed principally by loans from
      shareholder and deferring payment of the officer's salary. As of November
      30, 2000, the Company's working capital is $(547,962).

      Net cash used by operations for the three months ended November 30, 2000
      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.


                                 Page 15 of 17
<PAGE>

                           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

      None

Item 5 - Other Information

      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.

      The Company, in June, 2000, signed a sales representative agreement with
      JRF Sports and Leisure Marketing, as well as Blackstone International, to
      represent the sale of its products to retailers in the sport and health
      and fitness markets. Under the terms of the agreement, the sales
      representatives work on commission basis. As such, they will each receive
      5% of paid net sales. The Company has filed for trademark for the name
      HYDRO-LYTE. The product is a spring water based, electrolyte enhanced,
      flavored sports water.

      The Company's products are the official waters of the International
      Federation of Bodybuilders (IFBB) and the 2000 Ms Olympia; 2000 Mr.
      Olympia; 2000 Fitness Olympia and the Olympia Weekend 2000.

Item 6 - Exhibits and Reports on Form 8-K

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


                                 Page 16 of 17
<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.


February 14, 2001                         /s/ DAVID SACKLER
                                          -----------------------------------
                                          David Sackler
                                          President & Chief Executive Officer


                                 Page 17 of 17