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, 2000

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

          For the transition period from______________ to _____________

                      Commission file number _____________

                   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 [ ]


Page 1

<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, 2000 and May 31, 1999 (Audited)         3

              Statement of Changes in Stockholders' Equity
                 For the Period March 7, 1997 (inception) to
                 May 31, 2000                                                  4

              Statements of Operations -
                 Three Months ended May 31, 2000 and 1999 and
                 period March 7, 1997 (inception) to May 31, 2000            5-6

              Statements of Cash Flows -
                 Three Months ended May 31, 2000 and 1999 and
                 period March 7, 1997 (inception) to May 31, 2000              7

              Notes to Financial Statements                                 8-15

     Item 2 - Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                       16

Part II - Other Information

     Item 1 - Legal Proceeding                                                17

     Item 2 - Changes in Securities and Use of Proceeds                       17

     Item 5 - Other Information                                               17

     Item 6 - Exhibits and reports on Form 8-K                             18-19

Signatures                                                                    20

Page 2

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

                                                   (A Development Stage Company)

                                                                  BALANCE SHEETS
                                                                     (Unaudited)
                                                                         May 31,
================================================================================

                                                             2000       1999
--------------------------------------------------------------------------------
ASSETS

Current Assets
     Cash                                                 $     768   $     757
     Accounts Receivable - Trade                             10,198           0
     Deferred Offering Costs                                  2,450           0
     Inventory                                               41,432           0
--------------------------------------------------------------------------------
Total Current Assets                                         54,848         757
--------------------------------------------------------------------------------

Property and Equipment
     Site Development                                        85,027      77,466
     Office Equipment, Displays                              15,324       7,824
     Trademark                                               21,165           0
     Accumulated Depreciation, Amortization                 (10,722)       (345)
--------------------------------------------------------------------------------
Total Property and Equipment                                110,794      84,945
--------------------------------------------------------------------------------

Other Asset
     Security Deposits                                       24,712      24,712
--------------------------------------------------------------------------------

TOTAL ASSETS                                              $ 190,354   $ 110,414
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
     Accounts Payable                                     $ 147,829   $  43,234
     Accrued Salary                                         234,647     143,333
     Loan Payable                                            89,937      30,904
--------------------------------------------------------------------------------
Total Current Liabilities                                   472,413     217,471
--------------------------------------------------------------------------------

Stockholders' Equity
     Common Stock - Authorized 40,000,000 Shares
      $.01 Par Value; 15,931,000 and 13,881,000 Issued
      and Outstanding                                        35,720      15,220
     Preferred Stock - Series A, Authorized, 1,000,000
      at $.01 Par Value; 20,000 Shares Issued                   200         200
     Paid-in Capital                                        524,723     369,683
     Deficit Accumulated During Development Stage          (842,702)   (492,160)
--------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit)                       (282,059)   (107,057)
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 190,354   $ 110,414
================================================================================

Page 3

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

                                                   (A Development Stage Company)

                                    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                     (Unaudited)
                        For the Period March 7, 1997 (inception) to May 31, 2000
================================================================================
<TABLE>
<CAPTION>
                               Preferred       Stock        Common       Stock       Paid-in    Accumulated
                                Shares         Amount       Shares       Amount      Capital      Deficit
-----------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>           <C>         <C>          <C>          <C>
Balance - March 7, 1997
 (inception)                            0   $         0            0  $         0  $         0  $         0

Sale of Stock                                                    100       10,000                         0

Loss for Period                                                                                    (224,246)
-----------------------------------------------------------------------------------------------------------

Balance - February 28, 1998             0             0          100       10,000            0     (224,246)

Amendment to Certificate of
 Incorporation - Stock Split                              13,358,900       10,000            0            0

Conversion of Loan to
 Preferred Stock                   20,000           200                                200,033            0

Sale of Stock                                                522,000        5,220      169,650            0

Loss for the Year Ended
 February 28, 1999                                                                                 (191,265)
-----------------------------------------------------------------------------------------------------------

Balance - February 28, 1999        20,000           200   13,881,000       15,220      369,683     (415,511)

Stock Issued for
 Professional Fees                                         2,000,000       20,000       55,000            0

Sale of Stock                                                 50,000          500      100,040

Loss for the Year Ended
 February 29, 2000                                                                                 (387,629)
-----------------------------------------------------------------------------------------------------------

Balance - February 29, 2000        20,000           200   15,931,000       35,720      524,723     (803,140)

Loss for the Three Months
 Ended May 31, 2000                                                                                 (39,562)
-----------------------------------------------------------------------------------------------------------

Balance - May 31, 2000             20,000   $       200   15,931,000  $    35,720  $   524,723  $  (842,702)
===========================================================================================================
</TABLE>

Page 4

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

                                                   (A Development Stage Company)

                        STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
                                                                     (Unaudited)
                                                                  For the Period
================================================================================

                                                                      March 7,
                                       March 1,     March 1,            1997
                                       2000 to       1999 to      (inception) to
                                       May 31,       May 31,           May 31,
                                        2000           1999             2000
--------------------------------------------------------------------------------
REVENUES
     Sales                            $ 22,296       $      0         $  58,941

COST OF SALES                           14,496          7,500          (132,385)
--------------------------------------------------------------------------------

GROSS PROFIT (LOSS)                      7,800         (7,500)          (73,444)
--------------------------------------------------------------------------------

EXPENSES
     Officer's Salary                   25,000         18,000           308,333
     Consulting, Professional Fees       1,292         22,000           196,327
     Utilities, Telephone                2,924          1,308            18,414
     Office Rent, Expenses              14,703         16,150           118,357
     Taxes                                 636              0            11,440
     Insurance                               0              0             8,104
     Travel, Auto Expense                    0          2,919            23,641
     Equipment Rental                        0              0             8,399
     Supplies, Miscellaneous             9,341         12,821            25,665
     Depreciation, Amortization            743              0             2,921
--------------------------------------------------------------------------------

TOTAL EXPENSES                          54,639         73,198           721,601
--------------------------------------------------------------------------------

OTHER INCOME EXPENSES
     Rent Income                         7,776          4,050            40,147
     Startup Costs                           0              0           (75,000)
     Stock Placement Fees                 (499)             0              (499)
--------------------------------------------------------------------------------

TOTAL OTHER INCOME (EXPENSES)            7,277          4,050           (35,352)
--------------------------------------------------------------------------------

NET (LOSS)                             (39,562)       (76,648)         (842,702)
--------------------------------------------------------------------------------

Page 5


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

                                                   (A Development Stage Company)

                        STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
                                                                     (Continued)
                                                                     (Unaudited)
                                                                  For the Period
================================================================================

                                                                      March 7,
                                       March 1,     March 1,            1997
                                       2000 to       1999 to      (inception) to
                                       May 31,       May 31,           May 31,
                                        2000           1999             2000
--------------------------------------------------------------------------------
DEFICIT ACCUMULATED DURING
 DEVELOPMENT STAGE - Begin         $  (803,140)   $  (357,963)      $         0
--------------------------------------------------------------------------------

DEFICIT ACCUMULATED DURING
 DEVELOPMENT STAGE - End           $  (842,702)   $  (441,388)      $  (842,702)
================================================================================

(LOSS) PER SHARE - Basic           $      (.00)   $      (.02)      $      (.05)

(LOSS) PER SHARE - Diluted         $      (.00)   $      (.02)      $      (.05)
================================================================================

SHARES USED IN PER SHARE
 CALCULATION - Basic                15,931,000     13,547,000        15,931,000
SHARES USED IN PER SHARE
 CALCULATION - Diluted              15,981,000     13,647,000        15,981,000
================================================================================

Page 6

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

                                                   (A Development Stage Company)

                                                         STATEMENT OF CASH FLOWS
                                                                     (Unaudited)
                                                                  For the Period
================================================================================

                                                                      March 7,
                                       March 1,     March 1,            1997
                                       2000 to       1999 to      (inception) to
                                       May 31,       May 31,           May 31,
                                        2000           1999             2000
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                             $(39,562)    $(76,648)         $(842,702)
  Adjustments to Reconcile Net Income
   to Net Cash
   Provided by Operating Activities:
    Depreciation and Amortization         2,205            0             10,722
    Increase in Accounts Receivable           0       (5,544)           (10,198)
    Increase in Inventory                     0            0            (41,432)
    Increase in Accrued Expense          15,519            0            234,647
    (Increase) in Deferred
     Offering Costs                           0            0             (2,450)
    Increase in Accounts Payable              0       37,287            147,829
--------------------------------------------------------------------------------
NET CASH (USED) PROVIDED BY OPERATING
 ACTIVITIES                             (21,838)     (44,905)          (503,584)
--------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Site Development                           0      (17,296)           (85,027)
   Purchase of Equipment                      0       (7,824)           (15,324)
   Increase in Security Deposits              0       (4,712)           (24,712)
   Payments for Trademark Acquisition    (4,058)           0            (21,165)
--------------------------------------------------------------------------------
NET CASH (USED) BY INVESTING ACTIVITIES  (4,058)     (29,832)          (146,228)
--------------------------------------------------------------------------------

CASH FLOWS FROM BY FINANCING
 ACTIVITIES
   Issuance of Preferred Stock                0            0            200,233
   Increase in Loan Payable              15,001       83,752             89,937
   Sale of Common Stock                       0            0            360,410
--------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING
 ACTIVITIES                              15,001       83,752            650,580
--------------------------------------------------------------------------------

NET (DECREASE) INCREASE IN CASH         (10,895)       9,015                768

CASH - Beginning                         11,663          542                  0
--------------------------------------------------------------------------------

CASH - Ending                          $    768     $  9,557          $     768
================================================================================
Supplemental Disclosures:
   Conversion of Loan Payable
    to Preferred Stock                 $      0     $200,233          $ 200,233
   Stock Placement Fees                $    499     $      0          $     499
   Stock Issued for Professional Fees  $      0     $    904          $  75,000
================================================================================

Page 7

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

                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (Unaudited)
                                                                    May 31, 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.

         The Company has filed for trademarks for Aviva Springs which is its
         proprietary brand of water which is to be marketed through the
         Company's current distributors and end users, and Adams Ale which is
         water contained in beer shaped bottles and is to be marketed to
         beverage distributors.

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.


Page 8

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

                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (Unaudited)
                                                                    May 31, 2000
================================================================================

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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.

         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.

Page 9

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

                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (Unaudited)
                                                                    May 31, 2000
================================================================================

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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.

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 for the quarter ending May 31, 2000 was $352.

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.

Page 10

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

                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (Unaudited)
                                                                    May 31, 2000
================================================================================

NOTE 6 - COMMON STOCK (Continued)

         During February 2000, the Company sold 50,000 shares of stock with
         50,000 warrants at $2.00 per share. The warrants allow the holder to
         obtain additional shares was $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, could start January 1, 2001 through
         payments of up to 20% of the Company's pre-tax profit.

NOTE 8 - COMMITMENTS, CONTINGENCIES

         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).

         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.

Page 11

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

                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (Unaudited)
                                                                    May 31, 2000
================================================================================

NOTE 8 - COMMITMENTS, CONTINGENCIES (Continued)

         Minimum annual rentals for the year ending:

                  May 31, 2001                        $ 82,344
                  May 31, 2002                          48,942
                  May 31, 2003                          28,305
                  May 31, 2004                           4,356
                                                      --------
                                                      $163,947
                                                      ========

         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.

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

                                                                     March 7,
                                        May 1,       March 1,          1997
                                        1999 to       1999 to     (inception) to
                                        May 31,       May 31,         May 31,
                                         2000           1999            2000
         -----------------------------------------------------------------------
         Compensation recorded          $25,000       $18,000        $308,333
         Compensation paid                9,481             0          73,686
         Compensation deferred           15,519        18,000         234,647

         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:

         March 1, 2000 - February 28, 2001                           $100,000
         March 1, 2001 - February 28, 2002                            100,000
         March 1, 2002 - April 30, 2002                                16,667
                                                                     --------
                                                                     $216,667
                                                                     ========

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.

Page 12

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

                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (Unaudited)
                                                                    May 31, 2000
================================================================================

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.

NOTE 11 - SUBSEQUENT EVENTS

         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.

Page 13

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

                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (Unaudited)
                                                                    May 31, 2000
================================================================================

NOTE 11 - SUBSEQUENT EVENTS (Continued)

         The Company has filed for a 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 Fitness
         Olympia, 2000 Mr. Olympia and the Olympia Weekend 2000.

         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%.

         Private Placement - The Company has signed a letter of intent
         concerning an underwriting agreement with First Madison Securities to
         effectuate a public offering of its securities (the "Offering") and a
         private placement. Management intended to raise $1,500,000 pursuant to
         this placement with a net to the Company of $1,305,000. This private
         placement is currently in process. The Offering will consist of the a
         "best efforts" equity offering of up to five million dollars
         ($5,000,000). Provided all units being offered are sold within the
         Offering period, the Company shall issue and sell at the closing of the
         proposed underwriting, to the Underwriter warrants to purchase from the
         Company one (1) unit for every ten (10) units sold (the "Underwriter's
         Warrants") in the offering at a price of $.001 per warrant. The
         Underwriter's Warrants will be exercisable at 150% of the Offering
         price for a period of two (2) years commencing one year from the date
         of the prospectus.

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

                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (Unaudited)
                                                                    May 31, 2000
================================================================================

NOTE 12 - 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, 2000 and 1999, the status of these options was as
         follows:

                                        2000                     1999
                                        ----                     ----
                                Number of  Option Price  Number of  Option Price
                                 Shares      Per Share      Shares     Per Share
         -----------------------------------------------------------------------
         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

         None of the options granted by the company were exercised, forfeited or
         expired during the quarters ended May 31, 2000 and 1999.

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<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.

         RESULTS OF OPERATIONS

         As the Company is in its development stage, there is no relevant
         comparison with operations for the three months ended May 31, 2000 as
         compared to the same period in 1999.

         However, for the three months ended May 31, 2000, the Company had sales
         of $22,296 with a gross profit of $2,800, a 34.9% gross profit margin.
         The cost of sale for the quarter consisted of ground rents and costs of
         bottles.

         General and administrative expenses consist primarily of office rent
         and expenses and accrued officer's salary. The office rent costs are
         partially offset by $7,776 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 May
         31, 2000 the Company's working capital is $(417,565).

         Net cash used by operations for the three months ended May 31, 2000 was
         primarily due to the accrued officer's salary. Net cash used by
         investing activities for the same period was for the completion of the
         acquisition of the Creative Beverages of Canada, Inc.'s Mar 02
         trademark. 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 group to obtain
         working capital funds. There can be no assurance that either the stock
         offering or private funds will be accomplished.

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<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:

         c)     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.

         d)     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.

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         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

         a) Exhibits - Exhibit 27 - Financial Data Schedule

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

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<PAGE>
                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                                125 MICHAEL DRIVE
                             SYOSSET, NEW YORK 11791

In accordance with Item 310(b) of Regulation S-B, it is the opinion of
management that all adjustments necessary in order to make the financial
statements not misleading have been made.

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<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.

August 28, 2000                            /s/ David Sackler
                                           -----------------------------------
                                           PRESIDENT & CHIEF EXECUTIVE OFFICER

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<PAGE>
                                 EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------
    27          Financial Data Schedule