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 August 31, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                 For the transition period from______________ to _____________

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

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

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

       100 Quentin Roosevelt Boulevard - Suite 404, Garden City, NY 11530
       ------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (516) 222-0100
                           ---------------------------
                           (Issuer's Telephone Number)

            1000 Woodbury Road - Suite 212A, Woodbury, New York 11797
            ---------------------------------------------------------
              (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 - August 31, 2002 and August 31, 2001 (Unaudited)            3

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

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

Notes to Financial Statements                                              6-12

         Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations                                       13-15

Part II - Other Information

         Item 1 - Legal Proceedings                                        16

         Item 2 - Changes in Securities and Use of Proceeds                16

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

         Item 5 - Other Information                                        16

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

         Signatures                                                        17

<PAGE>

                            ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
                                (A Company in the Development Stage)
                                           BALANCE SHEETS
                                            (Unaudited)
                                             AUGUST 31

<TABLE>
<CAPTION>

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

Current Assets
    Cash                                                                 $    45,446    $    17,240
    Accounts Receivable - Trade                                               62,744         25,602
    Deferred Offering Costs                                                    2,450          2,450
    Inventory                                                                 34,860         31,716
---------------------------------------------------------------------------------------------------
Total Current Assets                                                         145,500         77,008
---------------------------------------------------------------------------------------------------

Property and Equipment
    Site Development                                                          85,027         85,027
    Office Equipment, Displays                                                16,924         15,324
    Trademark                                                                 21,165         21,165
    Accumulated Depreciation, Amortization                                   (30,544)       (12,796)
---------------------------------------------------------------------------------------------------
Total Property and Equipment                                                  92,572        108,720
---------------------------------------------------------------------------------------------------

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

TOTAL ASSETS                                                             $   277,784    $   210,440
===================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts Payable                                                          80,083        147,917
    Accrued Salary                                                           469,128        259,647
    Debentures Payable                                                        46,350         46,350
    Loan Payable                                                             257,073         99,937
---------------------------------------------------------------------------------------------------
Total Current Liabilities                                                    852,634        553,851
---------------------------------------------------------------------------------------------------


Stockholders' Equity
    Common Stock - Authorized 40,000,000 Shares $.01 Par Value;
      15,931,000 and 16,591,000 Issued and Outstanding                        42,320         35,720
     Preferred Stock - Series A, Authorized 1,000,000, $.01 Par Value,
       20,000 Shares Issued and Outstanding                                      200            200
    Paid-in Capital                                                          650,123        524,723
    Deficit Accumulated During Development Stage                          (1,267,837)      (904,054)
---------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                  (575,194)      (343,411)
---------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $   277,440    $   210,440
===================================================================================================
</TABLE>

                                        3
<PAGE>

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

<TABLE>
<CAPTION>

                                    June 1, 2002 to    June 1, 2001 to       Inception to
                                    August 31, 2002    August 31, 2001    August 31. 2002
                                    ---------------    ---------------    ---------------
<S>                                 <C>                <C>                <C>
REVENUES
    Sales                           $        55,993    $        51,574    $       499,663
-----------------------------------------------------------------------------------------

COST OF SALES
    Beginning Inventory                      34,860             29,378                  0
    Expenses                                 30,957             40,413            417,897
    Ending Inventory                        (34,860)           (27,008)           (34,860)
-----------------------------------------------------------------------------------------
Total Cost of Sales                          30,957             42,783            383,037
-----------------------------------------------------------------------------------------

GROSS PROFIT                                 25,036              8,791            116,626
-----------------------------------------------------------------------------------------

EXPENSES
    Officer's Salary                         25,000             25,000            533,333
    Salary                                        0                  0             45,675
    Consulting, Professional Fees             6,000                  0            391,995
    Utilities, Telephone                      1,733              2,943             41,858
    Promotion                                     0                  0             10,044
    Office Rent, Expenses                    14,789             14,809            236,041
    Taxes                                         0                  0             11,440
    Travel, Auto Expense                      6,682              3,700             77,000
    Supplies, Insurance, Other                3,017                659             54,780
    Depreciation, Amortization                2,687              2,601             12,506
-----------------------------------------------------------------------------------------

TOTAL EXPENSES                               59,908             49,712          1,414,672
-----------------------------------------------------------------------------------------

OTHER INCOME (EXPENSES)
    Rent Income                               8,750             14,145            113,867
    Startup Costs                                 0                  0            (75,000)
    Stock Placement Fees                          0             (1,901)            (8,658)
-----------------------------------------------------------------------------------------

TOTAL OTHER INCOME (EXPENSES)                 8,750             12,244             30,209
-----------------------------------------------------------------------------------------

NET (LOSS)                          $       (26,122)   $       (28,677)   $    (1,267,837)
=========================================================================================

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

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

                                        4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                June 1, 2002 to    June 1, 2002 to       Inception to
                                                                August 31, 2002    August 31, 2001    August 31, 2002
                                                                ---------------    ---------------    ---------------
<S>                                                             <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
              Deficit Accumulated During Development Stage      $       (26,122)   $       (66,747)   $    (1,233,382)
              Adjustments to Reconcile Net Income to Net Cash
               Provided by Operating Acitvities
                 Depreciation, Amortization                               2,687              4,902             28,202
                 Increase in Accounts Receivable                              0            (29,047)           (62,744)
                 (Increase) Decrease in Inventory                             0              2,370            (34,860)
                 Increase in Accrued Expense                             25,000             50,000            435,795
                 Increase (Decrease)in Accounts Payable                   5,000             16,665             75,082
                 Increase in Pauroll Tax Payable                              0
                 Increase in Deferred Offering Costs                          0                  0             (2,450)
---------------------------------------------------------------------------------------------------------------------

NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES                          6,565            (21,857)          (794,357)
---------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
              Site Development                                                0                  0            (85,027)
              Purchase of Equipment                                           0                  0            (16,924)
              Increase in Security Deposits                                   0             (7,700)           (39,712)
              Acquisition of Trademark                                        0                  0            (21,165)
---------------------------------------------------------------------------------------------------------------------

NET CASH (USED) BY INVESTING ACTIVITIES                                       0             (7,700)          (162,828)
---------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
              Issuance of Preferred Stock                                     0                  0            200,233
              Increase in Debentures Payable                                  0                  0             46,350
              Increase in Loan Payable                                   36,000             38,500            221,073
              Sale of Common Stock                                            0                  0            492,410
---------------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                36,000             38,500            960,066
---------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                                          42,565              8,943              2,881

CASH -Beginning                                                           2,881               (813)                 0
---------------------------------------------------------------------------------------------------------------------

CASH - Ending                                                            45,446              8,130              2,881
=====================================================================================================================

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

                                        5

<PAGE>

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

NOTE 1 - ORGANIZATION

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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


                                        6
<PAGE>

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

         Impairment of Long-Lived Assets - Long-lived assets (i.e., property,
plant and equipment) held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the net book value of
the asset may not be recoverable. An impairment loss will be recognized if the
sum of the expected future cash flows (un-discounted 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,
non-qualified options and stock appreciation rights for up to 1.5 million shares
of the Company's common stock. All options must conform to federal income tax
regulations and have an exercise price of not less than the fair value of shares
at the date of the grant (110% of fair value for ten percent or more
shareholders). Fair value is determined on the option issue date using the
market value of the stock on an established exchange or the Black-Scholes model
if the stock is not listed on an exchange at the time options are issued.
Options are issued by a committee established by the board of directors based on
eligibility and must be exercised within terms specified on the grant date.

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


                                        7
<PAGE>

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

NOTE 3 - INVESTMENT - TRADEMARK

         On April 17, 2000 the Company completed it's acquisition of the Max 02
trademark from Creative Beverages of Canada, Inc. The cost of $21,165 is to be
amortized over a period of ten years, its estimated useful life. Amortization
since acquisition to August 31, 2002 was $3,732.

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,


                                        8
<PAGE>

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

NOTE 7 - PREFERRED STOCK (Continued)

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

NOTE 8 - COMMITMENTS, CONTINGENCIES

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

         The Company has entered into a month to month agreement for office
space at 100 Quentin Roosevelt - Suite 304, Garden City, NY 11530. The monthly
rent is $2,300.

         The Company had entered into a license agreement for office space at
1000 Woodbury Road, Suite 212A, Woodbury, New York 11797. The term ended
September 30, 2002. The monthly rental was $2,500.

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

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

                                                                  March 7, 1997
                          June 1, 2001       June 1, 2002           (inception)
                          to August 31,      to August 31,         to August 31,
                              2001               2002                  2002
         -----------------------------------------------------------------------
  Compensation recorded        $25,000             $0                $ 500,000
  Compensation paid                  0              0                   64,205
  Compensation deferred         25,000              0                  435,795

         Mr. Sackler's deferred salary will be paid from operating revenues and
not from the proceeds of any offering.


                                        9
<PAGE>

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

NOTE 9 - RELATED PARTY TRANSACTIONS

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

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

NOTE 10 - DEVELOPMENT BOND

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

         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-LYTE. The product is a spring water based,
electrolyte enhanced, flavored sports water. The trademark has been accepted,


                                       10
<PAGE>

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

NOTE 12 - SUBSEQUENT EVENTS (Continued)

yet protested by Hormel Foods.  The Company is currently negotiating a
resolution of the trademark protest.

         (2) for the name ADAMS ALE which is water contained in a beer shaped
bottle. This will be marketed to beverage distributors. The trademark has been
accepted and will be filed on behalf of the Company.


         The Company has engaged in three consulting agreements:

         1)       The Company has signed a consulting agreement with Chi Ming
                  Yu, an individual residing in New Jersey. The Company engaged
                  and retained Consultant, and Consultant agreed to render
                  services and advice to the Company for a two (2) year period
                  commencing June 13, 2002 and ending June 12, 2004. The Company
                  shall compensate the Consultant as follows: (i) The payment of
                  annual fee $150,000.00 or one initial payment of 880,000
                  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.

         2)       The Company has signed a consulting agreement with Hiu F.
                  Wong, an individual residing in New Jersey. The Company
                  engaged and retained Consultant, and Consultant agreed to
                  render services and advice to the Company for a two (2) year
                  period commencing June 13, 2002 and ending June 12, 2004. The
                  Company shall compensate the Consultant as follows: (i) The
                  payment of annual fee $150,000.00 or one initial payment of
                  880,000 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.

         3)       The Company has signed a consulting agreement with
                  Ad-Mini-Stra Co., 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 June 6, 2002 and ending June 5, 2004. The
                  Company shall compensate the Consultant as follows: (i) The
                  payment of annual fee $172,000.00 or one initial payment of
                  1,100,000 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.


                                       11
<PAGE>

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

NOTE 13- STOCK OPTIONS

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

                                    2002                          2001
                         -------------------------     -------------------------
                           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 August 31, 2002 and 2001.


                                       12
<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS

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

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

FORWARD LOOKING STATEMENTS

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

MARKETING

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


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<PAGE>

crosses the line to include the largest growing beverage market segment to
become a member of the second largest growing beverage segment, the alternative
beverage market. The product is expected to be sold in specialty retail natural
food, and dietary supplement stores and chains. MaxO2 has been promoted and
marketed in similar fashion toto 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 National Physique Committee National Championships. We intend to continue
to pursue this venue as a promotional platform to place MaxO2 and AvivA Springs
in the forefront of the multi-billion dollar health/fitness and supplement
industry.

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

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


AGREEMENT WITH GENERAL NUTRITION CENTERS

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

NEW PRODUCT

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

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


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PLANT ACQUISITION

         The Company has signed a letter of intent with Aurora Beverages, a
Canadian corporation, to acquire its bottling facility in Barrie, Ontario,
Canada. The plant is to consist of five production lines in 200,000 square feet
of an existing 375,000 square foot facility that was formerly a Molson Brewery.
The five lines are being retro-fitted to accommodate a high speed cold fill line
for bottling water and enhanced water beverage, a high speed hot fill line for
bottling teas, juice, and other enhanced beverages, a canning line for the
production of aseptic, low acid packaging, and two beverage pouch lines. Upon
completion the plant will be the first beverage facility in North America
specifically designed to accommodate the production of nutritional beverages as
well as other beverages, and is to be valued at $10 million. The facilities
acquisition will allow the Company to produce various beverages for both its own
products, as well as other co-packing opportunities, and provide a significantly
valuable asset, enhancing shareholder value.

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

RESULTS OF OPERATIONS

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

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

LIQUIDITY AND CAPITAL RESOURCES

         The Company's operations have been financed principally by loans from
shareholder and deferring payment of the officer's salary. As of August 31,
2001, the Company's working capital is $(707,134).

         Net cash used by operations for the three months ended August 31, 2002
was only $6,565 as the Company is no longer accruing an officer's salary. Net
cash from financing activities was due to additional funds loaned by management.

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

         Management is also continues to be 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.


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                           Part II - Other Information

Item 1 - Legal Proceedings

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

Item 2 - Changes in Securities and Use of Proceeds

         There are none.

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

         Not applicable

Item 5 - Other Information.

         None

Item 6 - Exhibits and Reports on Form 8-K

         a)  Exhibits - Exhibit 99.1 - Certification of Chief Executive Officer

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


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                                   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.

October 31, 2002                      /s/ DAVID SACKLER
                                      -----------------------------------
                                      David Sackler
                                      PRESIDENT & CHIEF EXECUTIVE OFFICER


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