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

                                  FORM 10-QSB/A
                               (Amendment No. 1_

(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, 2001

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

          For the transition period from______________ to _____________


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


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

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

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

                                 (516) 921-7288
                           ---------------------------
                           (Issuer's Telephone Number)

                 125 Michael Drive, Suite 101, Syosset, NY 11791
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X]  No [ ]

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

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

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

                                                                        Page No.

Part I - Financial Information

     Item 1 - Financial Statements (unaudited)

         Balance Sheets - November 30, 2001 and November 30, 2000
         (Unaudited) ..................................................     3

         Statements of Operations - Three Months ended November 30,
         2001 and 2000 and period March 7, 1997 (inception) to
         November 30, 2001 ............................................     4

         Statements of Cash Flows - Six Months ended November 30,
         2001 and 2000 and period March 7, 1997 (inception) to
         November 30, 2001 ............................................     5

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

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

Part II - Other Information

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

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

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

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

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

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


                                  Page 2 of 16
<PAGE>

<TABLE>
<CAPTION>
                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   NOVEMBER 30
                                  (UNAUDITED)


                                                                           2000           2001
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
ASSETS

Current Assets
   Cash                                                                $     5,893    $    11,486
   Accounts Receivable - lea-eTrade                                         57,206         75,350
   Deferred Offering Costs                                                   2,450          2,450
   Inventory                                                                31,716         31,467
-------------------------------------------------------------------------------------------------
Total Current Assets                                                        97,265        120,753
-------------------------------------------------------------------------------------------------

Property and Equipment
   Site Development                                                         85,027         85,027
   Office Equipment, Displays                                               15,324         15,324
   Trademark                                                                21,165         21,165
   Accumulated Depreciation, Amortization                                  (15,841)       (25,419)
-------------------------------------------------------------------------------------------------
Total Property and Equipment                                               105,675         96,097
-------------------------------------------------------------------------------------------------

Other
   Security Deposits                                                        24,712         32,412
-------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                           $   227,652    $   249,262
=================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable                                                        186,343         90,607
   Accrued Salary                                                          284,647        394,128
   Debentures Payable                                                       46,350         46,350
   Loan Payable                                                            127,887        210,387
-------------------------------------------------------------------------------------------------
Total Current Liabilities                                                  645,227        741,472
-------------------------------------------------------------------------------------------------


Stockholders' Equity
   Common Stock - Authorized 40,000,000 Shares $.01 Par Value;
     15,931,000 and 16,591,000 Issued and Outstanding                       35,720         42,320
   Preferred Stock - Series A, Authorized 1,000,000, $.01 Par Value,
     20,000 Shares Issued and Outstanding                                      200            200
   Paid-in Capital                                                         524,723        650,123
   Deficit Accumulated During Development Stage                           (978,218)    (1,184,853)
-------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                (417,575)      (492,210)
-------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $   227,652    $   249,262
=================================================================================================
</TABLE>

                                  Page 3 of 16
<PAGE>

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

                   (A DEVELOPMENT(STAGE COMPANY)STAGE COMPANY)

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

                                                              FOR THE PERIODS

                                    September 1, 2001 to    September 1, 2000 to      Inception to
                                      November 30, 2001       November 30,2000      November 30, 2001
                                    -----------------------------------------------------------------

<S>                                     <C>                     <C>                   <C>
REVENUES
   Sales                                $     47,044            $     32,328          $    351,467
-----------------------------------------------------------------------------------------------------

COST OF SALES
   Beginning Inventory                        27,008                  41,432                     0
   Expenses                                   40,842                   8,594               316,169
   Ending Inventory                          (31,467)                (31,716)              (31,467)
-----------------------------------------------------------------------------------------------------
Total Cost of Sales                           36,383                  18,310               284,702
-----------------------------------------------------------------------------------------------------

GROSS PROFIT                                  10,661                  14,018                66,765
-----------------------------------------------------------------------------------------------------

EXPENSES
   Officer's Salary                           25,000                  25,000               458,333
   Salary                                          0                       0                45,675
   Consulting, Professional Fees               5,752                  39,727               378,502
   Utilities, Telephone                        4,205                   4,151                38,356
   Promotion                                       0                   2,390                10,024
   Office Rent, Expenses                       5,000                  19,899               206,964
   Taxes                                           0                       0                11,440
   Travel, Auto Expense                        4,093                   4,343                51,306
   Supplies, Insurance, Other                    254                   1,288                41,059
   Depreciation, Amortization                  2,074                   1,584                25,419
-----------------------------------------------------------------------------------------------------

TOTAL EXPENSES                                46,378                  98,382             1,267,078
-----------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSES)
   Rent Income                                 2,500                  10,200                97,617
   Startup Costs                                   0                       0               (75,000)
   Stock Placement Fees                       (1,500)                      0                (7,157)
-----------------------------------------------------------------------------------------------------

TOTAL OTHER INCOME (EXPENSES)                  1,000                  10,200                15,460
-----------------------------------------------------------------------------------------------------

NET (LOSS)                              $    (34,717)           $    (74,164)         $ (1,184,853)
=====================================================================================================

Earnings (Deficit) Per Share
   Basic                                      (0.002)                 (0.002)               (0.070)
   Fully Diluted                              (0.002)                 (0.002)               (0.070)

Shares Used in Calculation
   Basic                                  16,068,500              15,931,000            16,068,500
   Fully Diluted                          16,168,500              15,981,000            16,168,500
</TABLE>

                                  Page 4 of 16
<PAGE>

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

                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

                                                                                 FOR THE PERIODS

                                                       September 1, 2001 to    September 1, 2000 to      Inception to
                                                         November 30, 2001       November 30,2000      November 30, 2001
                                                       -----------------------------------------------------------------

<S>                                                        <C>                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss                                              $   (39,562)            $   (74,164)          $(1,184,853)
     Adjustments to Reconcile Net Income to Net Cash
     Provided by Operating Acitvities
       Depreciation, Amortization                                2,205                   3,045                25,419
       Increase in Accounts Receivable                               0                 (31,604)              (75,349)
       (Increase) Decrease in Inventory                              0                       0               (31,467)
       Increase in Accrued Expense                              15,519                  24,999               394,128
       Increase (Decrease)in Accounts Payable                        0                  21,949                90,606
       Increase in Pauroll Tax Payable                          16,478
       Increase in Deferred Offering Costs                           0                       0                (2,450)
------------------------------------------------------------------------------------------------------------------------

NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES               (21,838)                (39,297)             (783,966)
------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Site Development                                                0                       0               (85,027)
     Purchase of Equipment                                           0                       0               (15,324)
     Increase in Security Deposits                                   0                       0               (32,412)
     Acquisition of Trademark                                   (4,058)                      0               (21,165)
------------------------------------------------------------------------------------------------------------------------

NET CASH (USED) BY INVESTING ACTIVITIES                         (4,058)                      0              (153,928)
------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of Preferred Stock                                     0                       0               200,233
     Increase in Debentures Payable                                  0                       0                46,350
     Increase in Loan Payable                                   15,001                  27,950               210,387
     Sale of Common Stock                                            0                       0               492,410
------------------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                       15,001                  27,950               949,380
------------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                                (10,895)                (11,347)               11,486

CASH - Beginning                                                11,663                  17,240                     0
------------------------------------------------------------------------------------------------------------------------

CASH - Ending                                                      768                   5,893                11,486
========================================================================================================================

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

                                  Page 5 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                November 30, 2001


NOTE 1 - ORGANIZATION

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

                                  Page 6 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                November 30, 2001


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 7 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                November 30, 2001


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, 2001 was $2,939.

NOTE 4 - LOAN PAYABLE

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

NOTE 5 - INCOME TAXES

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

NOTE 6 - COMMON STOCK

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

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

NOTE 7 - PREFERRED STOCK

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

                                  Page 8 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                November 30, 2001


NOTE 7 - PREFERRED STOCK (Continued)

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

NOTE 8 - COMMITMENTS, CONTINGENCIES

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

         The Company has 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, 2002            $  88,810
                  November 30, 2003               81,409
                  November 30, 2004               22,202
                                               ---------
                                               $ 192,421
                                               =========

         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 9 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                November 30, 2001


NOTE 8 - COMMITMENTS, CONTINGENCIES (Continued)

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

<TABLE>
<CAPTION>
                                                                           March 7,
                                                                             1997
                                   Sept. 1, 2000      Sept. 1, 2001       (inception)
                                  to November 30,    to November 30,    to November 30,
                                        2000              2001               2001
         ------------------------------------------------------------------------------
<S>                                   <C>                <C>               <C>
         Compensation recorded        $ 25,000           $ 25,000          $458,333
         Compensation paid                   0                  0            73,686
         Compensation deferred          25,000             25,000           359,648
</TABLE>

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

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

NOTE 9 - RELATED PARTY TRANSACTIONS

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

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

NOTE 10 - DEVELOPMENT BOND

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

                                  Page 10 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                November 30, 2001


NOTE 10 - DEVELOPMENT BOND (continued)

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

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

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


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

NOTE 12 - SUBSEQUENT EVENTS

         The Company has filed for two trademarks:

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

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


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

                                  Page 11 of 16
<PAGE>

                   ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                November 30, 2001


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, 2001 and 2000, the status of these options was as follows:

<TABLE>
<CAPTION>
                                            2000                           1999
                                ----------------------------   ----------------------------
                                Number of   Option Price per   Number of   Option Price per
                                  Shares         Share           Shares         Share
                                -----------------------------------------------------------

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

Options granted during the
period                                  0                              0

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

         None of the options granted by the Company were exercised, forfeited or
expired during the quarters ended November 30, 2001 and 2000.

                                  Page 12 of 16
<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS

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

         The accompanying financial statements have been prepared in conformity
with the accounting principles stated in the audited financial statements for
the year ended February 28, 2001 and reflect all adjustments which are, in the
opinion of management, necessary for a fair statement of the financial position
as of November 30, 2001, 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 has its own proprietary brand, AVIVA SPRINGS. Adirondack
sells AVIVA SPRINGS to wholesalers, distributors and end users throughout the
Northeast. AVIVA is also sold in several health club chains in the Northeast.
AVIVA SPRINGS is sold primarily in 16.9 ounce size bottles. Product placement
and event marketing as well as other cost effective marketing concepts are being
pursued and enacted to gain exposure for AvivA Springs, including the Hamptons
Music Festival in both 2000 and 2001, a three week classical music festival in
Bridgehampton, NY, and various fitness and bodybuilding events, including the
largest international professional bodybuilding event on the East Coast, the
IFBB Night of The Champions in 2000 and 2001. Adirondack has focused on the
development and sales of its proprietary product MaxO2, an oxygenated natural
water that is a value-added water product geared towards the health and fitness
enthusiast and crosses the line to include the largest growing beverage market
segment to become a member of the second largest growing beverage segment, the
alternative beverage market. The product is expected to be sold in natural food,
and dietary supplement stores and chains. MaxO2 has been promoted and marketed
in similar fashion to AvivA Springs, and has been, and continues to be the
official waters of International Federation of Body Builder events, including
the prestigious Mr., Ms., and Fitness Olympia events, and the amateur level

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<PAGE>

National Physique Committee National Championships. We intend to continue to
pursue this venue as a promotional platform to place MaxO2 and AvivA Springs in
the forefront of the multi-billion dollar health/fitness and supplement
industry.

         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.

         In May 2001, the Company entered into a sales reresentation agreement
with ProMont Marketing which calls for compensation in the form of sales
commissions.

AGREEMENT WITH GENERAL NUTRITION CENTERS

         Adirondack has an agreement with General Nutrition Centers pursuant to
which Max02 is carried in all 4,400 GNC stores throughout the United States.
Distribution began at the end of the first quarter 2001 for the Northeast region
and has been followed by the Southern and Western regions.

NEW PRODUCT

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

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, 2001 as
compared to the same period in 2000.

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

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 August 31,
2001, the Company's working capital is $(588,076).

         Net cash used by operations for the three months ended November 30,
2001 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

                                  Page 14 of 16
<PAGE>

liquidity is anticipated to be met through a stock offering. The Company is
currently in discussions with underwriters towards the goal of a stock offering.

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


                           Part II - Other Information

Item 1 - Legal Proceedingsl

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

Item 2 - Changes in Securities and Use of Proceeds

         There are none.

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

         Not applicable

Item 5 - Other Information.

         None

Item 6 - Exhibits and Reports on Form 8-K

         a)       Exhibits - None
         b)       Reports on Form 8-K - No reports on Form 8-K were filed during
                  the quarter


                                  Page 15 of 16
<PAGE>

                                   SIGNATURES

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


January 22, 2002                       /s/ DAVID SACKLER
                                       -----------------------------------
                                       David Sackler
                                       PRESIDENT & CHIEF EXECUTIVE OFFICER



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