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  EXCHANGE
         ACT OF 1934

                         For the quarterly period ended
                                January 31, 2001

[ ]      TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                         For the transition period from
                                       to

                         Commission File Number 0-24801

Delaware                                       82-0506425
--------                                       ----------
(State or other Jurisdiction of incorporation) (IRS Employer Identification No.)

AQUA VIE BEVERAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)

P.O. Box 6759  333 South Main Street Ketchum, Idaho 83340
(Address of principal executive offices)

208/622-7792
(Registrant's telephone number)

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the last 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

YES [ ]  NO [X]      As of the quarter  ending  January 31, 2001 the  Registrant
                     has  been  subject  to  the  filing   requirements  of  the
                     Securities Act of 1934 for less than 90 days.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

Class                                            Outstanding at January 31, 2001
-----                                            -------------------------------
Common Stock, Par value $0.001                   39,229,285


<PAGE>

Item 1. Financial Statements:

<TABLE>
<CAPTION>
Aqua Vie Beverage Corporation
BALANCE SHEET
                                                                           Jan. 31, 2001        Jul. 31, 2000
                                                                            (unaudited)
                                                                           -----------           -----------
         ASSETS
CURRENT ASSETS
<S>                                                                        <C>                   <C>
Cash and cash equivalents                                                  $      --             $    11,127
Accounts receivable  (net of $0 allowance for doubtful accounts)                99,161                25,238
Note receivable                                                                442,938                  --
Inventories                                                                    100,161               249,790
Prepaid expenses and deposits                                                   24,084                93,476
                                                                           -----------           -----------
Total current assets                                                           666,344               379,631

Equipment (net of $53,311 and $6,212 accumulated depreciation)                 148,297               127,489

Intangibles (net of $24,375 and $12,188 accumulated amortization)               73,123                77,998
                                                                           -----------           -----------

Total assets                                                               $   887,764           $   585,118
                                                                           ===========           ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable                                                           $   399,339           $   154,621
Overdraft payable                                                               55,688                  --
Shareholder loans payable                                                      324,000                  --
Notes payable                                                                  317,500               792,000
Accrued expenses                                                               147,705               467,564
Loans from related parties                                                     488,854               353,600
                                                                           -----------           -----------

Total current liabilities                                                    1,733,086             1,767,785
                                                                           -----------           -----------

Long-term debt                                                                    --                  18,362
                                                                           -----------           -----------

Total liabilities                                                            1,733,086             1,786,147

Commitments and Contingencies                                                     --                    --

STOCKHOLDERS' DEFICIT
Preferred stock: $0.001 par value 1,000,000 shares authorized,
     Issued and outstanding:
  Series A (200,000), outstanding: 1,973 and 2,557                                   2                     3
  Series B (200,000), outstanding: 3,113 and 4,653                                   3                     4
  Series C (10,000), outstanding: 200 and 200                                     --                    --
  Series D (20,000) outstanding: 0 and 0                                          --                    --
Common stock:
    $0.001 par value, 120,000,000 shares authorized
     Issued and outstanding: 39,229,285 and 30,811,408                          39,229                30,811
Additional paid-in capital                                                   4,299,246             2,422,234
   Subscriptions receivable                                                   (460,377)                 --
Accumulated Deficit                                                         (4,723,425)           (3,654,081)
                                                                           -----------           -----------
Total stockholders' deficit                                                   (845,322)           (1,201,029)
                                                                           -----------           -----------

Total liabilities and stockholders' deficit                                $   887,764           $   585,118
                                                                           ===========           ===========
</TABLE>

                                      F-1
<PAGE>

<TABLE>
<CAPTION>

Aqua Vie Beverage Corporation
STATEMENTS OF OPERATIONS


                                                                          Three Months Ended               Six Months Ended
                                                                  Jan. 31, 2001   Jan. 31, 2000     Jan. 31, 2001   Jan. 31, 2000
                                                                   (unaudited)      (unaudited)     (unaudited)     (unaudited)
                                                                   ------------    ------------    ------------    ------------

<S>                                                                <C>             <C>             <C>             <C>
REVENUES                                                           $    647,808    $     17,126    $  1,226,918    $     30,250

Cost of Sales                                                           408,205            --           810,903            --
                                                                   ------------    ------------    ------------    ------------

GROSS PROFIT                                                            239,603          17,126         416,015          30,250

OPERATING EXPENSES
Promotion and Advertising                                               160,356          65,825         572,495         130,785
General and Administrative                                              714,539         234,791       1,254,628         544,437
Depreciation and Amortization                                            18,590           8,650          38,426          17,299
                                                                   ------------    ------------    ------------    ------------
TOTAL OPERATING EXPENSES                                                893,485         309,266       1,865,549         692,521
                                                                   ------------    ------------    ------------    ------------

Loss from Operations                                                   (653,882)       (292,140)     (1,449,534)       (662,271)

Interest Expense                                                        102,183          10,127         119,778          49,182
                                                                   ------------    ------------    ------------    ------------

Net Loss Before Extraordinary Item                                     (756,065)       (302,267)     (1,569,312)       (711,453)

Extraordinary Item:
     Forgiveness of Accrued Payroll, Net of Income Tax                  499,968            --           499,968            --
                                                                   ------------    ------------    ------------    ------------

Net Loss                                                           $   (256,097)   $   (302,267)   $ (1,069,344)   $   (711,453)
                                                                   ============    ============    ============    ============

Weighted average number of shares outstanding:                       35,441,851      24,752,245      33,948,836      23,912,505
                                                                   ============    ============    ============    ============

Basic and diluted loss per share before extraordinary item         $     (0.021)   $     (0.012)   $     (0.046)   $     (0.030)
                                                                   ============    ============    ============    ============
Basic and diluted income per share from extraordinary item         $      0.014    $       --      $      0.015    $       --
                                                                   ============    ============    ============    ============
Basic and diluted loss per share after extraordinary item          $     (0.007)   $     (0.012)   $     (0.031)   $     (0.030)
                                                                   ============    ============    ============    ============
</TABLE>

                                      F-2

<PAGE>
Aqua Vie Beverage Corporation
STATEMENTS OF CASH FLOWS

                                                        Six Months Ended
                                                           January 31
                                                      2001            2000
                                                   (unaudited)    (unaudited)
                                                   -----------    -----------
OPERATING ACTIVITIES
  Net loss                                         $(1,069,344)   $  (711,453)
Adjustments to reconcile net loss
to net cash used by operating activity:
  Depreciation and amortization                         59,286         17,299
  Accrued compensation                                    --          120,000
  Forgiveness of debt                                  499,998           --
Changes in operating assets and liabilities:
  Issuance of shares for services                      344,578           --
  Advances to shareholder                                 --          139,281
  Accounts receivable                                  (73,923)          --
  Note receivable                                     (442,938)          --
  Accounts payable                                     187,658         28,852
  Shareholder loans payable                            324,000           --
  Overdraft payable                                     55,688
  Accrued expenses                                    (319,859)        11,487
  Loans from related parties                           135,254           --
  Inventories                                          149,629       (195,569)
  Prepaid expenses                                      69,392        105,482
                                                   -----------    -----------
Net cash used by operating activities                  (80,581)      (484,621)
INVESTING ACTIVITIES

  Purchase of intangibles                               (7,312)
  Purchases of equipment                               (67,907)          --
                                                   -----------    -----------
Net cash used by investing activities                  (75,219)          --
FINANCING ACTIVITIES

  Stock sales cash proceeds                            296,685        317,228
  Debt converted to stock                              340,850
  Long-term debt                                       (18,362)          --
  Notes payable                                       (474,500)       149,000
                                                   -----------    -----------
Net cash provided by financing activities              144,673        466,228
  Increase (Decrease) in cash                          (11,127)       (18,393)
  Cash - Beginning of period                            11,127         27,298
                                                   -----------    -----------
CASH - END OF PERIOD                               $      --      $     8,905
                                                   ===========    ===========

SUPPLEMENTAL CASHFLOW INFORMATION:
Corporate income taxes paid                        $      --      $      --
Interest paid                                      $   119,778    $      --
NON-CASH TRANSACTIONS:
Debt converted to stock                            $   340,850    $      --
Notes payable and accrued interest forgiven        $   499,998    $    37,000
Note payable converted to long-term debt           $      --      $   340,000
820,000 common shares were issued for services -
August & October 2000                              $   344,578    $      --


                                      F-3
<PAGE>

AQUA VIE BEVERAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1 - STATEMENT OF ACCOUNTING

The interim  financial  statements  of Aqua Vie  Beverage  Corporation  included
herein, have been prepared without audit,  pursuant to the rules and regulations
of the Securities and Exchange Commission. Although certain information normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles has been condensed or omitted,  the Company believes that
the disclosures  are adequate to make the information  presented not misleading.
The accompanying interim financial statements should be read in conjunction with
the audited  financial  statements  and notes thereto  included in the Company's
annual report on Form 10-K for the fiscal year ended July 31, 2000.

The  financial   statements   included  herein  reflect  all  normal   recurring
adjustments  that,  in the  opinion  of  management,  are  necessary  for a fair
presentation of the results for interim periods. The results for interim periods
are not necessarily indicative of trends or of results to be expected for a full
year.

NOTE 2 - EXTRAORDINARY ITEM

During the quarter ended January 31, 2001, the Company recorded an extraordinary
gain of $499,998  attributable to income from a related  party's  forgiveness of
accrued compensation and accrued interest.

NOTE 3 - STOCK SUBSCRIPTION AGREEMENT

On November 21, 2000, the Company  executed a stock  subscription  agreement for
the sale of 12,000  shares of $0.001 par value  Series D preferred  stock for an
aggregate  purchase  price of $1,200,000,  the equivalent of $100 per share.  At
January 31,  2001,  the  Company  had  received  cash from this  transaction  of
$296,685,  in addition to a  short-term  note of  $442,938,  and a  subscription
receivable  of  $460,377.  In the six weeks after its  quarter-end,  the Company
collected all $442,938 of the short-term note.

NOTE 4 - CONVERSION OF DEBT TO STOCK

In the quarter ended January 31, 2001, one of the Company's note holders elected
to convert $340,850 of short-term debt into 850,000 shares of common stock.

                                       2
<PAGE>
AQUA VIE BEVERAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 - SUBSEQUENT EVENT

Subsequent to the date  (January 31, 2001) of these  financial  statements,  the
Company negotiated an agreement with a central  California-based  packer-shipper
for the processing and packaging of its beverage products.  Under the agreement,
the Company  expects to outsource all of its  manufacturing  to this  processor,
which will  finance the  production  activity by factoring  the related  Company
receivables  without interest or factoring fee. Under the terms of the contract,
the Company will grant a security interest in its inventory to the processor.

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

     Aqua Vie Beverage Corporation, a Delaware corporation,  was incorporated on
     July 30,  2000  1998 and was  formed as a  successor  to  another  Delaware
     corporation liquidated in bankruptcy in 1997. Throughout most of its fiscal
     year ending July 31, 2000,  Aqua Vie was a  traditional  development  stage
     company whose early efforts  encompassed  the development of a new category
     of beverages  called water  beverages,  and the sales and  marketing of the
     first all-natural,  lightly flavored bottled spring waters, call Hydrators.
     In the quarter ended October 31, 2000, the Company had clearly emerged from
     the development stage and actively  commenced the sale of its products.  In
     the quarter ended January 31, 2001,  the Company's  selling  efforts pushed
     year-to-date sales over the million-dollar threshold.

     At January 31, 2001, the Company's  total assets of $888,000  exceeded that
     of $585,000 at its July 31, 2000 year-end.  Although the composition of the
     assets  changed  during  this  interim  period  as  most  of  the  year-end
     inventories were sold and converted to accounts  receivable,  the principal
     change in the Company's total assets was the inclusion of a note receivable
     from stock sold for $443,000.  Similarly,  total current  assets at January
     31, 2001 of $666,000 were higher than year-end  current  assets of $380,000
     because  of the  aforementioned  note  receivable.  The  Company's  current
     liabilities  decreased slightly from $1,768,000 at July 31 to $1,733,000 at
     January  31 while  the  composition  of this  debt  shifted  somewhat  from
     short-term loans to increased accounts payable.

     During its first two years of existence  (from inception to July 31, 2000),
     the Company  accumulated a deficit of  $3,654,000.  In the  subsequent  six
     months ended January 31, 2001,  the Company's  accumulated  deficit grew to
     $4,723,000 as the Company's  marketing  and executive  expenses  burgeoned,
     creating a quarterly operating loss of $654,000 and a semi-annual operating
     loss of $1,450,000.

     FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  revenues of $648,000 for the quarter ended January 31, 2001
     were a dramatic  increase from the $17,000 of revenues in the corresponding
     second  quarter  of  the  prior  fiscal  year.   Year-to-date  revenues  of
     $1,227,000  for  the  six  months  ended  January  31,  2001  also  reflect
     successful  sales efforts in comparison with the incipient sales of $30,000
     for the prior year six-month period.

                                       3
<PAGE>

     Because it has  sustained  recurring  losses from  operations,  the Company
     cannot assure that it will be able to fully carry out its plans as budgeted
     without additional  operating capital. At January 31, 2001, the Company had
     negative working capital of $1,067,000,  although this amount represents an
     improvement in liquidity and capital  resources  from its negative  working
     capital  position  of  $1,388,000  at July 31,  2000.  The  improvement  is
     principally attributable to sales of common stock and forgiveness of debt.

     In the six months ended January 31, 2001,  the Company  funded a portion of
     its operations from the sale of its common stock,  which raised $297,000 in
     cash and $443,000 in short-term  notes. In addition,  Aqua Vie financed its
     operations by a combination of increasing  trade  payables,  issuing shares
     for services  valued at $345,000,  converting  $341,000 of short-term  debt
     into stock,  and  negotiating the forgiveness of almost $500,000 in accrued
     liabilities  from a related party.  This recent mix of diversified  funding
     sources  contrasts with the corresponding six months of the prior year when
     the primary  source of funds was $317,000  originating  with the  Company's
     sale of its stock.

     The Company recently paid off its only long-term debt, which was $18,000 at
     July 31, 2000, and now stands free of long-term debt at January 31, 2001.

     The Company  anticipates  that its use of cash will be substantial  for the
     foreseeable  future.  In  particular,  management  of the  Company  expects
     substantial expenditures in connection with production of inventory for the
     planned   increase  in  sales,   expansion  of  the   Company's   marketing
     organization,  payment  of  slotting  fees to obtain  shelf  space with new
     retailers,  and to a lesser degree,  for quality assurance and distribution
     management. The Company does not expect to incur major capital expenditures
     in the next year.

     The Company has  negotiated a recent  arrangement  with its major  contract
     manufacturer,   whereby  the  Central  California-based  manufacturer  will
     finance the  production  and  shipment of all of the  Company's  products ,
     under a strategic  production  agreement,  without interest  charges.  Aqua
     Vie's management expects that additional funding for operating expenditures
     will be available  from the issuance of equity and/or debt  securities,  as
     needed.

     The  availability of sufficient  future funds for Aqua Vie will depend to a
     significant  extent  on the  market  acceptance  of the  Company's  primary
     product line by retail chains. Accordingly,  the Company may be required to
     issue securities to finance such working capital requirements. There can be
     no  assurance   whether  or  not  such   financing  will  be  available  on
     satisfactory terms.

                                       4
<PAGE>

     RESULTS OF OPERATIONS

     Aqua  Vie  commenced  operations  in 1998  and  has a  limited  history  of
     operations  which to date  have not been  profitable.  Its  operations  are
     subject to the risks and  competition  inherent in the  establishment  of a
     relatively new business enterprise.

     Aqua Vie is currently  operating at a loss.  While the Company's first half
     revenues of $1,227,000 were forty times as large as the first half revenues
     of the prior fiscal year,  sales to date have not been  sufficient to cover
     the costs of  operations.  The  Company's  ability  to  develop  increasing
     revenues and profitable net income is dependent upon the  effectiveness  of
     its marketing  efforts in generating  sales of its line of flavored  spring
     water products.

     For the six months ended  January 31, 2001,  the Company's  sales  produced
     gross profit of $416,000,  which compares  favorably with the smaller gross
     profit of  $30,000  for the first  half of the prior  fiscal  year when the
     Company's sales were minimal.

     Operating  expenses  were  $1,866,000  for the six months ended January 31,
     2001 and were only  $693,000  for the same  period of the prior  year.  The
     year-to-year change principally  reflects an increase in marketing expenses
     which  directly  correlates  with  increased  revenues.  During  this  same
     year-to-year  time frame, the increase in operating  expenses also reflects
     heightened  expenditures for general and administrative expenses which were
     substantially offset by reduced expenses for professional fees.

     In the  quarter  ending  January  31,  2001,  the  Company's  statement  of
     operations reflects an extraordinary item, $500,000 (or $0.01 per share) of
     gain from  forgiveness of accrued  compensation  by a related party.  There
     were no  similar  extraordinary  items  in the  corresponding  or  previous
     periods presented.

     The  Company's  net loss of $256,000 for the three months ended January 31,
     2001  resulted  in a net loss per  share of  $0.01  for the  quarter.  This
     contrasts  with a net loss of $302,000 for the three  months ended  January
     31,  2000,  which  also  posted a per share  loss of $0.01.  The  Company's
     year-to-date  net loss of  $1,069,000  is after the  extraordinary  gain of
     $500,000  and  equates  to a  year-to-date  per  share  net loss of  $0.03,
     comparable to the prior year semi-annual per share net loss of $0.03.



                                       5
<PAGE>




                          PART II - - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of
any such meaningful proceedings contemplated against it. The Company anticipates
that in the future it will have conflicts as regards  certain  Accounts  Payable
for services  invoiced but not adequately  performed and for the use of selected
names for products and product lines in selected market places.

ITEM 2.  CHANGES IN SECURITIES

(c) Recent Sales of unregistered securities.

Pursuant to a stock  purchase  agreement  dated  November 21, 2001,  the Company
agreed to sell  12,000  Series D  Preferred  Shares  for  $1,200,000  cash to an
accredited  investor under  Regulation D. Total purchase price was to be paid by
October 31, 2001; as of the date of this Report, all but $460, 377 had been paid
on said  subscription.  Proceeds  are to be used for  general  working  capital,
including  slotting fees and marketing  expenses.  The Series D Preferred Shares
are to be designated and filed with the State of Delaware by April 15, 2001, and
said  designation  should be examined for the exact terms thereof,  of which the
following is only a summary.  The Series D Preferred  Shares are  convertible to
Common Shares under terms  generally  similar to Series B Preferred  Shares (the
terms of which are  incorporated  by  reference  from the 10k S-B  filing of the
Company on November 15, 2000,  and which are also  available also from the State
of Delaware) with the following principal differences:  (1) The preferences were
set at $100 per share;  (2) voting rights were 9,167 common share equivalent for
each preferred share,  compared to 6,000 shares (adjustable) under Series B; (3)
Conversion to common was at 1,666.7 common share for each preferred  share;  (4)
the right to convert to common without consent of the Company commences June 30,
2002;  (5) the  adjustment  for Market success in Sec. 5(k) of the B Designation
was changed to provide for a 5% increase in stock under the  conversion for each
$.05 that the  common  shares  traded at $.25 or more to a maximum of trading at
$2.50  per  common  share;  (5) the  anti-dilution  adjustment  in 5(h) of the B
Designation was eliminated for the Series D Preferred Shares. As with the Series
B Shares, an irrevocable proxy for voting was given to Mr. Gillespie for so long
as the original holder held the Preferred  Shares or as converted common shares.
A condition of the  subscription  was that remaining  Series A Preferred  Shares
would waive future anti-dilution  rights thereunder,  and that the conversion to
common for those  shares  would be fixed at 2,500  shares,  for those  preferred
shares remaining  outstanding.  Series B Preferred  Shares retain  anti-dilution
rights as provided by the  designation  for the  transaction for those preferred
shares remaining outstanding.

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

                                       6
<PAGE>

ITEM 5.  OTHER INFORMATION

Not applicable.

CAUTIONARY  STATEMENT FOR PURPOSES OF THE SAFE HARBOR  PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

         Statements in this  discussion  which are not  historical  facts may be
considered  forward-looking  statements within the meaning of Section 21E of the
Securities  Exchange Act of 1934,  as amended.  The words  "believe",  "expect",
"anticipate",  "estimate"  and  similar  expressions  identify  forward  looking
statements.  Any forward looking statements involve risks and uncertainties that
could cause actual  events or results to differ,  perhaps  materially,  from the
events or results described in forward looking statements. Readers are cautioned
not to place undue  reliance on these  forward-looking  statements,  which speak
only as of their dates. The Company  undertakes no obligation to publicly update
or  revise  any  forward  looking  statements,   whether  as  a  result  of  new
information,  future events or otherwise.  Risks  associated  with the Company's
forward looking  statements  include,  but are not limited to, risks  associated
with the  Company's  history of losses  and  uncertain  profitability,  need for
market  acceptance of the  HYDRATRORTM  product line, the Company's  reliance at
this time on a single  product  line,  reliance on the market  distribution  and
retail system and risks associated with the Company's international  operations,
currency  fluctuations,  the  risk of new and  different  legal  and  regulatory
requirements,   governmental  approvals,   tariffs  and  trade  barriers,  risks
associated  with  competition  and  technological  and  product   innovation  by
competitors, dependence on proprietary formulas, general economic conditions and
conditions  in  the  beverage  industry,  reliance  on key  management,  limited
manufacturing  production  history with respect to the aseptic  bottling system,
maintenance  of  quality  control by the  contract  bottler,  dependence  on key
suppliers,  future  capital  needs  and  uncertainty  of  additional  financing,
potential  recalls  and  product  liability,  dilution,  effects of  outstanding
convertible  debentures and preferred stock , limited public market,  liquidity,
possible  volatility of stock price,  recently adopted new listing standards for
NASDAQ securities and environmental matters.



                           AQUA VIE BEVERAGE CORPORATION
                           (Registrant)


Date: March 21, 2001       By: /s/ Thomas J. Gillespie
--------------------       ---------------------------
                                   Thomas J. Gillespie
                                   Chief Executive Officer & President

                                       7