UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM 10-KSB

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



For the fiscal year ended March 31, 2001


                   AQUA CLARA BOTTLING AND DISTRIBUTION, INC.


FLORIDA                                                   EIN 84-1352529

1315 Cleveland Street                                         33755-5102
Clearwater, Florida

(727) 446-2999
www.aquaclara.com

Securities registered under Section 12(b) of the Exchange Act:

Common Stock par                                 National Association of
value $0.00 per share                                 Securities Dealers

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.  [x] Yes    [ ]  No

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[x]

State issuer's revenues for its most recent fiscal year.  $339,635

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and ask prices to such stock as of a
specified date within 60 days.  $10,170,147 (Based on price of $0.145
on March 31, 2001 and 70,138,946 shares held by non-affiliates)

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  Outstanding as
of March 31, 2001; 74,963,946 Common Stock and 100 Preferred Stock.

Documents incorporated by reference:    None


<PAGE>    1


        AQUA CLARA BOTTLING & DISTRIBUTION, INC. & SUBSIDIARY

                            TABLE OF CONTENTS




                                 PART I

Item 1.		Description of Business

Item 2.		Description of Property

Item 3.		Legal Proceedings

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

                                 PART II

Item 5.         Market for Common Equity and Related Stockholder Matters
                  Dividend Policy
                  Recent Sales of Unregistered Securities

Item 6.         Management's Discussion and Analysis or Plan of Operation

Item 7.         Financial Statements

Item 8.         Changes in and Disagreements with Accountants on Accounting
                and Financial Disclosure

                                PART III

Item 9.         Directors, Executive Officers, Promoters and Control Persons;
		  Compliance With Section 16(a) of the Exchange Act

Item 10.        Executive Compensation

Item 11.        Security Ownership of Certain Beneficial Owners and
                  Management

Item 12.        Certain Relationships and Related Transactions

                                  PART IV

Item 13.        Exhibits and Reports on Form 8-K

Signatures


<PAGE>    2


                                  PART I

Item 1.  Description of Business

History
-------

On August 17, 1995, Pocotopaug Investment, Inc. (hereinafter referred
to as "Pocotopaug") was incorporated under the laws of Florida for the
purpose of raising capital to fund the development of products for
subsequent entry into the bottled water industry.

On July 29, 1996, Aqua Clara Bottling and Distribution, Inc.
(hereinafter referred to as "Aqua Clara" or the "Company") was
incorporated under the laws of Colorado for the purpose of raising
capital to fund the development of products for subsequent entry into
the bottled water industry.

In December, 1996, the stockholders of Pocotopaug gained control of
Aqua Clara and Aqua Clara acquired Pocotopaug in a business
combination accounted for as a reorganization of Pocotopaug.
Pocotopaug became a wholly owned subsidiary of Aqua Clara through the
exchange of 1,690,122 shares of Aqua Clara common stock for all
1,000,000 shares of the outstanding stock of Pocotopaug.

In December, 1997, the Company issued 2,500 shares of convertible
cumulative preferred stock through a private placement memorandum.
The Company raised $2,500,000 and incurred offering costs of $387,512.
The Company issued 75,000 shares of common stock as compensation to a
promoter of this offering.  These shares were valued at the fair
market value of the Company common stock on the date of issuance and
amounted to $247,500.

During the year ending April 3, 1999, the Company began producing 20-
oz. bottles of oxygenated water packaged in PET containers.  The
Company's oxygen enriched bottled water is made by combining super
purified water and oxygen.  Through water purification processing the
source water is reduced to 1-2 parts per million of total dissolved
solids and then oxygen is introduced through a unique proprietary
process.  As a point of reference, the Food and Drug Administration's
(FDA) definition of distilled water is no more than 5 parts per
million of total dissolved solids.  The Company's oxygen enriched
water contains approximately 40 parts per million of dissolved oxygen.
Normal tap water contains approximately 3 parts per million of
dissolved oxygen.  As such, the company's oxygen enriched bottled
water contains approximately 1200% more oxygen.

During the year ending April 1, 2000, the Company expanded its product
line to include 6-packs of 20-oz. bottles, and 1-Liter and 1.5-Liter
bottles.  The Company also entered into marketing alliances with Visit
Florida, the Florida state tourism promotion organization, and Florida
Media, Florida's premier magazine publisher, to promote the licensed
"FLA USA" label as a second brand.  This relationship gave the Company
access to several non-traditional distribution opportunities.

During the year ending March 31, 2001, the Company entered into a
Master Distribution and Marketing arrangement with SerVen Rich, Inc.
In conjunction with this arrangement, the Company entered into a
Promotion/Spokesperson arrangement with Richard Williams, father of
professional tennis stars Venus and Serena Williams.  While the fiscal
year ended before the Company derived significant benefit of these
arrangements, subsequent developments indicate that Company sales will
increase significantly.  The Company also entered into a national
purchase agreement for its products with General Nutrition
Corporation.

The Company's principal executive offices are located at 1315
Cleveland St., Clearwater, Florida 33755, and its telephone number is
(727) 446-2999.


<PAGE>    3


Business Development
--------------------

The Company's primary focus is the production/distribution of oxygen
enriched bottled water in small package, PET, containers ranging in
size from .5 liter to 1.5 liters.  The points of purchase are grocery
stores, convenience stores, gas station markets, health spas and
vitamin/health food stores.

Aqua Clara is convinced the public will readily accept the necessity
and benefits of both highly purified water and oxygen.  Oxygen is
literally the breath of life; oxygen is a natural energizer and body
purifier.  Oxygen is odorless and tasteless, as well as non-
carbonated.  As such, the Company's water tastes like a fine premium
bottled water - light and crisp.  Oxygen does not produce the
unhealthy "jolt" associated with caffeine products.  Rather, it is
believed to create a feeling of physical well being and mental
clarity.  There can be no assurance, however, that the Company's
products will achieve consumer acceptance.  Consumer preferences are
inherently subjective and subject to change.

Oxygen is currently in the public view as an "additive" to a range of
consumer products.  There are currently oxygen bars in Toronto, New
York City and the Los Angeles area.  Oxygen in beverages has received
recent widespread media coverage through television, radio and print
media.

Initially, the Company is not flavoring its water.  After the
successful introduction of Company's oxygen enriched bottled water
product, the introduction of a new products with natural flavoring
will be considered.  Likewise, the Company will consider the infusion
of beneficial herbs.  The Company will also consider the production of
super oxygen enriched sports drinks, providing even higher levels of
oxygen, to be marketed at a higher price.  The Company utilizes a
distinctive bottle and label for its water products.

Strategy
--------

The company's objective is to build product markets in Florida,
concentrating on the Tampa area, and then expand nationally.  Aspects
of the Company's strategy include the following.

The Company intends to enter into additional distribution agreements
with 2-4 non-affiliated partners.  The Company intends to use these
distributors, as well as its own production/distribution facility, as
operational models.  The Company then intends to expand into multiple
markets.

The Company's oxygen enriched small package bottled water product will
primarily be sold through retail outlets, including convenience
stores, gas station markets, grocery stores, health food stores, and
health spas.  However, secondary distribution will be effected through
vending and private labeling.

Although the Company will distribute its own product in certain areas,
primarily the Company will sell to qualified third party distributors.
These third party distributors will have the right to distribute to
retail outlets in defined geographic areas.  A large number of
potential distributors have contacted the Company regarding potential
distribution of its oxygen enriched bottled water.   The Company has
entered into arrangements for distribution of its products in the
Northeast, Southern, and Western United States.  Additional possible
distribution channels are currently under development.

Water Sources
-------------

Under Food and Drug Administration (FDA) guidelines, bottled water
must contain fewer than 500 parts per million ("ppm") of total
dissolved solids.  Varying amounts and types of dissolved solids
provide different tastes to water.  The Company uses FDA and
International Bottled Water Association (IBWA) approved water sources.


<PAGE>    4


Facilities
----------

The Company operating facilities include the plant building with
approximately 14,000 sq. ft. under roof with an exposed four-bay
loading dock sitting on 2.1 acres in Clearwater, Florida.
Approximately 2,400 sq. ft. is utilized for office facilities and the
rest is used for bottling and warehouse operations.  The remodeling of
the building was completed in fiscal year 1999 for approximately
$600,000.  The bottling line is rated at 160 bottles/min., or,
practically, 1,350 24-bottle cases of 20-oz. bottled water each shift,
and is currently fully operational and running as expected.

Upon delivery to the Company's facilities, the source water is passed
through a number of filtration, ion exchange, and reverse osmosis
processes by which it is reduced to a very pure 3 - 5 parts per
million of dissolved solids.  Water is oxygenated using the purest
oxygen commercially available in a proprietary process.  The water is
then treated with ultraviolet light, which effectively kills bacteria
and other micro-organisms before delivery to the bottling area where
the various products are filled and capped.  The filling room is
supplied with pressurized air from high-capacity, high-efficiency
particulate filters, resulting in a clean filling and capping
environment.

The manufacturing process is designed to be highly automated.  Bottles
are mechanically de-palletized, cleaned, filled and capped.  The
filled bottles are automatically coded, labeled, tamper-banded (if
applicable), and packed in cases.  After palletizing and stretch-
wrapping, the product is either loaded directly onto a truck for
immediate shipment or is stored in the warehouse facility for future
shipment.

The Company maintains exacting internal quality control standards.
Each shift's production is tested in Company laboratory facilities
according to FDA and IBWA standards, and random samples are submitted
regularly to an independent laboratory for confirmation testing.

Employees
---------

The more automated the bottling line, the lower the manpower
requirements for operation.  In general, the bottling facility
requires approximately four to five employees per shift.

In addition, the company currently has three management and
administrative staff.  This staffing level is anticipated to grow over
the next fiscal year in order to support additional sales and
marketing and operational growth.

Competition
-----------

The bottled water industry is highly competitive.  According to
"Beverage Marketing", there are approximately 350 bottled water
filling locations in the United States with sales increasingly
concentrated among the larger firms.  According to "Beverage
Marketing", the ten largest bottled water companies accounted for
approximately 58.4% of wholesale dollar sales in 1996.  Nearly all of
the Company's competitors are more experienced, have greater financial
and management resources and have more established proprietary
trademarks and distribution networks than the Company.  On a national
basis, the Company competes with bottled water companies such as The
Perrier Group of America, Inc. (which includes Arrowhead Mountain
Spring Water, Poland Spring, Ozarka Spring Water, Zephyrhills Natural
Spring Water, Deer Park, Great Bear and Ice Mountain) and Great Brands
of Europe (which includes Evian Natural Spring Water and Dannon
Natural Spring Water).  The Company also competes with numerous
regional bottled water companies located in the United States and
Canada.  Aqua Clara has chosen to compete by focusing on distinctive
products, innovative packaging, and customer service.


<PAGE>    5


Seasonality
-----------

The market for bottled water is seasonal, with approximately 70% of
sales taking place in the seven months of April through October
inclusive.  As a result of seasonality, the Company's staffing and
working capital requirements will vary during the year.

Trademarks
----------

The Company has registrations in the U.S. Patent and Trademark Office
for the trademarks that it uses, including Aqua Clara.  The Company
believes that its common law and registered trademarks have
significant value and goodwill and that some of these trademarks are
instrumental in its ability to create demand for and market its
products.  There can be no assurance that the Company's common law or
registered trademarks do not or will not violate the proprietary
rights of others, that they would be upheld if challenged or that the
Company would, in such an event, not be prevented from using the
trademarks, any of which could have an adverse effect on the Company.

Regulation
----------

The Company's operations are subject to numerous federal, state and
local laws and regulations relating to its bottling operations,
including the identity, quality, packaging and labeling of its bottled
water.  The Company's bottled water must satisfy FDA standards, which
may be periodically revised, for chemical and biological purity.  The
Company's bottling operations must meet FDA "good manufacturing
practices", and the labels affixed to the Company's products are
subject to FDA restrictions on health and nutritional claims.  In
addition, bottled water must originate from an "approved source" in
accordance with federal and state standards.

State health and environmental agencies, such as the Florida
Department of Agriculture and Consumer Services, also regulate water
quality and the manufacturing practices of producers.

The Company's current products satisfy Florida and federal
requirements and its proposed products will satisfy applicable state
and federal requirements.  These laws and regulations are subject to
change, however, and there can be no assurance that additional or more
stringent requirements will not be imposed on the Company's operations
in the future.  Although the Company believes that its water supply,
products and bottling facilities are and will be in substantial
compliance with all applicable governmental regulations, failure to
comply with such laws and regulations could have a material adverse
effect on the Company.


Item 2.  Description of Property

The information required by this Item is contained in Item 1 above,
under the heading "Facilities."


Item 3.  Legal Proceedings

The Company is party to legal proceedings as set forth below.

Civil Litigation in the Circuit Court of the Sixth Judical Circuit in
and for Pinellas County - Rand L. Gray and Kathleen Gray v. Aqua Clara
Bottling & Distribution, Inc. et al., Pinellas County, Case No. 00-
2122-C1-021.  This case arises out of an alleged breach of an
employment contract.  An Amended Complaint was filed by the Plaintiffs
on June 26, 2000.  The Amended Complaint alleges 6 counts:  Count I -
Foreclosure of Mortgage; Count II - Foreclosure of Security Interest
on Personal Property; Count 3 - Damages on promissory Note; Count IV -
Damages for Breach of employment Agreement; Count V - Damages for
Breach of Severance Agreement; and Count VI-Damages for Breach of
Indemnity Agreement.  Our response to Plaintiffs' Amended Complaint is
due July 17, 2000.  Settlement negotiations have failed and litigation
previously stayed has become active.  A counter-claim seeking damages
has been filed.


<PAGE>    6


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

During the fiscal year ended March 31, 2001, there were no matters
submitted to shareholders.



                            PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

The Company's Common Stock is eligible to be traded in the over-the-
counter market and quotations are published on the OTC Bulletin Board
under the symbol "AQCB," and in the National Quotation Bureau, Inc.
("NQB") "pink sheets" under Aqua Clara Bottling & Distribution, Inc.
Inclusion on the OTC Bulletin Board permits price quotations for the
Company's shares to be published by such service.

The following table sets forth the range of high and low bid prices
for the Company's Common Stock for each quarterly period since January
2, 1999.  Such information reflects inter dealer prices without retail
mark-up, mark-down or commissions and may not represent actual
transactions.

        Quarter Ended            High          Low
        -------------           ------         ------
        January 2, 1999         $ .91          $ .15
        April 3, 1999             .48            .08
        July 3, 1999              .475           .22
        October 2, 1999           .43            .12
        January 1, 2000           .20            .08
        April 2, 2000             .47            .125
        July 1, 2000              .335           .135
        September 30, 2000        .18            .10
        December 31, 2000         .12            .048
        March 31, 2001            .19            .066


As of March 31, 2001, there were approximately 392 record holders of
Company common stock, which figure does not take into account those
shareholders whose certificates are held in the name of broker-
dealers.

Dividend Policy
---------------

The Company has not declared or paid cash dividends or made
distributions in the past on its common stock, and the Company does
not anticipate that it will pay cash dividends or make distributions
in the foreseeable future.  The Company currently intends to retain
and invest future earnings to finance its operations.  Common stock
was issued in lieu of dividends upon the conversion of Preferred A
shares, leaving 100 shares of Preferred Stock outstanding.

Recent Sales of Unregistered Securities
---------------------------------------

From July to October, 2000, the company  issued 1,941,658 shares of
common stock to investors in exchange for $192,220.  These shares were
subsequently registered with the SEC via a filing declared effective
October 23, 2000.


Item 6.  Management's Discussion and Analysis or Plan of Operation

The following information should be read in conjunction with the
consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-KSB.


<PAGE>    7


Results of Operations
---------------------

Sales for the fiscal years ending March 31, 2001 and April 1, 2000
were $339,635 and $293,980 respectively.  The lower than expected
sales amount is the result of  the Company's inability to find major
distributors or retail chains to purchase large quantities of product.

The Gross Margin for the fiscal years ended March 31, 2001 and April
1, 2000, were ($13,882) and $64,141 respectively.  Selling and general
administrative expenses for the fiscal years were $1,887,198 and
$2,917,367.

Sales of PET bottled water products did not commence until July, 1998.
At that time, the Company had no agreements in place with distributors
for its products.  While the Company has entered into distribution
agreements with distributors in the Northeast and Southern United
States, there can be no assurances that these distributors will be
successful in promoting the product in their geographic areas or that
sufficient other distribution can be accomplished to provide adequate
operating revenues from this business.

The Company does not intend to manufacture bottled water products
without firm orders in hand for its products.  However, the Company
intends to expend costs over the next twelve months in advertising,
marketing and distribution, which amounts are expected to be expended
prior to the receipt of significant revenues.  There can be no
assurance as to when, if ever, the Company will realize significant
operating revenues or attain profitability.

Net Operating Losses
--------------------

The Company has accumulated approximately $5,836,000 of net operating
loss carryforwards as of March 31, 2001, which may be offset against
future taxable income.  The carryforwards begin to expire in 2011.
The use of these losses to reduce future income taxes will depend on
the generation of sufficient taxable income prior to the expiration of
the net operating loss carryforwards.  The Company has reserved for
the deferred tax asset arising from net operating loss carryforwards.

Liquidity and Capital Resources
-------------------------------

Our primary source of liquidity has historically consisted of sales of
equity securities and debt instruments.  In the fiscal year ending
March 31, 2001, the Company raised $192,220 through the issuance of
1,941,658 shares of common stock.  The proceeds of this raise were
used to finance our continued operations.

The Company has no plans or arrangements in place with respect to
additional capital sources at this time.  The Company has no lines of
credit available to it at this time.  There  is no assurance that
additional capital will be available to the Company when or if
required.

Although the Company expects to have continued losses in the first
quarter of fiscal year 2002, management believes that the losses will
continue to decrease and a break-even point could be reached in the
second quarter of this year.  Inflation has not had a significant
impact on the Company's results of operations.

Risk Factors and Cautionary Statements
--------------------------------------

Forward-looking statements in this report are made pursuant to the
"safe-harbor" provisions of the Private Securities Litigation Reform
Act of 1995.  The Company wishes to advise readers that actual results
may differ substantially from such forward-looking statements.
Forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from those expressed in or
implied by the statements, including, but not limited to, the
following:  Changing economic conditions, interest rate trends,
continued acceptance of the Company's products in the marketplace,
competitive factors, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange Commission.


<PAGE>    8


Item 7.  Financial Statements

Attached hereto and filed as part of this 10-KSB are the consolidated
financial statements.



<PAGE>    9



                    Independent Auditors' Report
                    ----------------------------


To the Board of Directors of
   Aqua Clara Bottling & Distribution, Inc. and Subsidiary:


We have audited the accompanying consolidated balance sheet of Aqua
Clara Bottling & Distribution, Inc. and Subsidiary as of March 31,
2001 and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the years ended March 31,
2001 and April 1, 2000.  These consolidated financial statements are
the responsibility of management of Aqua Clara Bottling &
Distribution, Inc. and Subsidiary. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Aqua Clara Bottling & Distribution, Inc. and Subsidiary as of March
31, 2001 and the results of their operations and cash flows for the
years ended March 31, 2001 and April 1, 2000, in conformity with
generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern.  As discussed
in Note 1 to the consolidated financial statements, the Company has
suffered losses from operations and has negative working capital.
Realization of a major portion of the assets is dependent on the
Company's ability to meet its future financing requirements, and the
success of future operations.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plan regarding these matters are also described in Note 1
to the consolidated financial statements.  The consolidated financial
statements do not include any adjustments that might result from the
outcome of these uncertainties.


/s/Tedder, James, Worden & Associates, P.A.


May 31, 2001
Orlando, Florida


<PAGE>    10


          AQUA CLARA BOTTLING & DISTRIBUTION, INC., AND SUBSIDIARY

                         Consolidated Balance Sheet

                                March 31, 2001

                              Assets
                              ------
Current assets:
  Cash                                                          $      6,674
  Accounts receivable                                                 35,929
  Inventories                                                        121,922
  Prepaid expenses and other current assets                          782,209
                                                                ------------
     Total current assets                                            946,734

Property, plant, and equipment, net                                1,727,401
Other assets                                                           5,598
                                                                ------------
     Total assets                                               $  2,679,733
                                                                ============

               Liabilities and Stockholders' Equity
               ------------------------------------

Current liabilities:
  Accounts payable                                              $    165,923
  Accrued expenses                                                   189,670
  Due to related party                                               189,980
  Current maturities of long-term debt                               192,220
  Current obligation under capital leases                              7,930
  Due to stockholders                                                378,331
                                                                ------------
     Total current liabilities                                     1,124,054

Obligations under capital leases,
  less current obligations                                             7,629
                                                                ------------
     Total liabilities                                             1,131,683

Stockholders' equity:
  Preferred stock, no par value, 5,000,000
    shares authorized, 100 shares issued
    and outstanding                                                   74,602
  Common stock, no par value, 100,000,000
    shares authorized, 74,963,946 shares
    issued and outstanding                                        10,164,398
  Common stock subscription receivable                               (20,000)
  Additional paid-in capital                                       2,960,942
  Accumulated deficit                                            (11,631,892)
                                                                ------------
     Total stockholders' equity                                    1,548,050
                                                                ------------
     Total liabilities and stockholders' equity                 $  2,679,733
                                                                ============

See accompanying notes to financial statements.


<PAGE>    11


            AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

                       Consolidated Statements of Operations

               For the years ended March 31, 2001 and April 1, 2000

<TABLE>
<CAPTION>
                                                        2001            2000
                                                   -----------      ----------
<S>                                                <C>              <C>
Sales                                             $    339,635         293,980
Cost of sales                                          353,517         229,839
                                                   -----------      ----------
     Gross margin                                      (13,882          64,141

Selling, general and administrative expenses         1,887,198       2,917,367
                                                   -----------      ----------
     Operating loss                                 (1,901,080)     (2,853,226)

Other income (expense):
  Interest expense                                     (92,868)       (624,852)
  Interest and other income                                830           8,420
  Loss on sale of assets                                     -          (5,791)
                                                   -----------      ----------
     Net other expense                                 (92,038)       (622,223)
                                                   -----------      ----------
Net loss                                            (1,993,118)     (3,475,449)

Dividends on preferred stock:
  Paid by issuing common stock and 8%
    cumulative dividends not accrued                     8,500          88,000
                                                   -----------      ----------
Net loss applicable to common stock                 (2,001,618)     (3,563,449)
                                                   ===========      ==========
Basic and diluted loss per share                   $     (0.03)          (0.12)
                                                   ===========      ==========
Weighted average common shares
  outstanding                                       64,935,359      30,942,463
                                                   ===========      ==========
</TABLE>



See accompanying notes to financial statements.


<PAGE>    12


          AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

       Consolidated Statements of Changes in Stockholders' Equity

             For the years ended May 31, 2001 and April 1, 2001

<TABLE>
<CAPTION>
                                    Preferred Stock           Common Stock        Paid-In    Accumulated   Subscription
                                 Shares    Amount        Shares       Amount      Capital      Deficit     Receivable      Total
                                 ------  -----------   ----------  -----------   ---------   -----------   ------------  ---------
<S>                              <C>     <C>           <C>         <C>           <C>         <C>           <C>           <C>

Balances, April 3, 1999           1,676  $ 1,250,284   16,160,523    3,772,285   1,417,391    (5,760,112)         -        679,848

Issuance of common stock for
  services and $147,009               -            -    8,501,632    2,293,144           -             -          -      2,293,144

Conversion of debentures              -            -   12,394,597      900,000           -             -          -        900,000

Conversion of preferred stock    (1,476)  (1,101,081)  18,958,035    1,101,081           -             -          -              -

Preferred stock dividends             -            -    2,946,064      374,017           -      (374,017)         -              -
Issuance of stock options to
  employees                           -            -            -            -     494,000             -          -        494,000
Allocation of beneficial
  conversion feature of
  debentures                          -            -            -            -     543,551             -          -        543,551

Net loss                              -            -            -            -           -    (3,475,449)         -     (3,475,449)
                                 ------  -----------   ----------  -----------   ---------   -----------   ------------  ---------

Balances, April 1, 2000             200      149,203   58,960,851    8,440,527   2,454,942    (9,609,578)         -      1,435,094

Common stock subscription
  receivable                          -            -            -            -           -             -        (20,000)   (20,000)

Issuance of common stock for
  services and $212,220               -            -   12,837,814    1,420,074           -             -          -      1,420,074

Conversion of debentures              -            -    1,920,205      200,000           -             -          -        200,000

Conversion of preferred stock      (100)     (74,601)   1,121,885       74,601           -             -          -              -

Preferred stock dividends             -            -      123,191       29,196           -       (29,196)         -              -

Issuance of stock options to
  employees                           -            -            -            -   1,000,000             -          -      1,000,000

Stock options forfeited               -            -            -            -    (494,000)            -          -       (494,000)

Net loss                              -            -            -            -           -    (1,993,118)         -     (1,993,118)
                                 ------  -----------   ----------  -----------   ---------   -----------   ------------  ---------

Balances, March 31, 2001            100  $    74,602   74,963,946  $10,164,398   2,960,942   (11,631,892)       (20,000) 1,548,050
                                 ======  ===========   ==========  ===========   =========   ===========   ============  =========
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>    13


           AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

                      Consolidated Statement of Cash Flows

              For the years ended March 31, 2001 and April 1, 2000

<TABLE>
<CAPTION>
                                                              2001                 2000
                                                          -------------       -------------
<S>                                                       <C>                 <C>
Cash flows from operating activities:
  Net loss                                                 $(1,993,118)          (3,475,449)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Allowance for doubtful accounts                                -              (10,000)
      Loss on sales of assets                                        -                5,791
      Depreciation                                             118,128              113,248
      Issuance of stock options to employees                 1,000,000              494,000
      Stock options forfeited                                 (494,000)                   -
      Beneficial conversion feature of debentures                    -              543,551
      Issuance of common stock for services                  1,207,854            2,146,135
      Increase (decrease) in cash caused by changes in:
        Accounts receivable                                    (25,136)              47,292
        Inventories                                            168,223             (227,416)
        Prepaid expenses and other current assets             (388,116)            (371,599)
        Accounts payable                                        33,866             (294,426)
        Accrued expenses                                       (52,649)             (11,275)
        Due to related parties                                 189,980                    -
        Other current liabilities                                    -              (26,692)
                                                          ------------        -------------
          Net cash used in operating activities               (234,968)          (1,066,840)

Cash flows from investing activities:
  Purchase of property, plant and equipment                    (12,860)             (43,690)
                                                          ------------        -------------

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>    14


           AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

                Consolidated Statement of Cash Flows, Continued

              For the years ended March 31, 2001 and April 1, 2000

<TABLE>
<CAPTION>
                                                                   2001                 2000
                                                               -------------       -------------
<S>                                                            <C>                 <C>
Cash flows from financing activities:
  Proceeds from borrowings                                                 -           1,286,000
  Payments on borrowings                                              (3,080)           (270,825)
  Proceeds from due to stockholders                                   49,424             306,246
  Payment on due to stockholders                                           -            (342,159)
  Payments on capital lease obligations                               (5,042)             (4,721)
  Net proceeds from issuance of stock                                192,220             147,009
                                                               -------------       -------------
      Net cash provided by financing activities                      233,522           1,121,550
                                                               -------------       -------------
      Net (decrease) increase in cash                                (14,306)             11,020

Cash, beginning of year                                               20,980               9,960
                                                               -------------       -------------
Cash, end of year                                              $       6,674              20,980
                                                               =============       =============

Supplemental disclosures of cash flow information
  and non-cash investing and financing activities:
    Cash paid for interest                                     $      27,706              30,600
                                                               =============       =============

  During the years ended March 31, 2001 and April 1, 2000,
    $200,000 and $900,000, respectively, of debentures
    were converted into 1,920,205 and 12,394,597 common
    shares, respectively.

  During the years ended March 31, 2001 and April 1, 2000,
    100 and 1,476 shares, respectively, of preferred stock
    were converted into 1,121,885 and 18,958,035 common
    shares, respectively.

  During the years ended March 31, 2001 and April 1, 2000,
    preferred stock dividends were settled through the
    issuance of 123,191 and 2,946,064 common shares,
    respectively.

  During the year ended April 1, 2000, the Company
    incurred a capital lease obligation of $9,731 when it
    acquired new equipment.

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>    15


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


(1)	Description of Business, Going Concern and Management Plans and
        Intentions

The accompanying consolidated financial statements of Aqua Clara
Bottling & Distribution, Inc. (the "Company") include the
financial statements of its wholly owned subsidiary, Pocotopaug
Investment, Inc.  Intercompany transactions and accounts have been
eliminated upon consolidation.

The Company is engaged in the production, bottling, selling, and
distribution of non-sparkling purified drinking water products in
containers ranging from .5 to 1.5 liters in size.  During the year
ended April 3, 1999, the Company began producing oxygenated water.
It is the Company's intent to find a market niche in oxygen-
enriched water.

The Company continues to experience net losses and a working
capital deficit.  These factors, combined with the fact that the
Company has not generated positive cash flows from operations,
raise substantial doubt about the Company's ability to continue as
a going concern.  Management intends to fund its operations
through the offering of additional shares of common stock for
sale, refinancing its existing debt, and obtaining a line of
credit.  The financial statements do not include any adjustments
relating to the recoverability and classification of recorded
assets or amounts and classifications of liabilities that might be
necessary in the event the Company cannot continue in existence.

(2)     Significant Accounting Policies

(a)     Inventories

        Inventories are stated at the lower of cost (first-in,
        first-out) or market.

(b)     Property, Plant, and Equipment

        Property, plant, and equipment are recorded at cost.
        Equipment under capital leases is amortized over the shorter
        of the lease term or the estimated economic life of the
        property.  Amortization expense is included as a component of
        depreciation expense.  Depreciation is calculated by the
        straight-line method over the estimated useful lives of the
        assets as follows:
                                            Estimated Useful Lives
                                            ----------------------

              Building                             25 years
              Machinery and equipment            5 - 15 years
              Vehicles                              5 years


<PAGE>    16


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


(2)	Significant Accounting Policies, Continued

(c)	Preferred Stock

        The Company charges to retained earnings and credits its
        additional paid-in capital for the amortization of the
        intrinsic value of the conversion feature of its preferred
        stock in accordance with the statements issued by the
        Securities and Exchange Commission.

(d)	Common Stock

        Shares of common stock issued for other than cash have been
        assigned amounts based on quoted prices on the measurement
        date.  The Company records shares as outstanding at the time
        the Company becomes contractually obligated to issue shares.

(e)	Basic Loss Per Share

        Basic loss per share is based on the weighted average number
        of common shares outstanding during each period.  In computing
        dilutive earnings per share, preferred shares convertible into
        common stock and debentures convertible into common stock were
        excluded because their effects were antidilutive.

(f)	Income Taxes

        Deferred tax assets and liabilities are recognized for the
        estimated future tax consequences attributable to differences
        between the consolidated financial statements carrying amounts
        of existing assets and liabilities and their respective income
        tax bases.  Deferred tax assets and liabilities are measured
        using enacted tax rates expected to apply to taxable income in
        the years in which those temporary differences are expected to
        be recovered or settled.  The effect on deferred tax assets
        and liabilities of a change in tax rates is recognized as
        income in the period that included the enactment date.

(g)	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 revenues and expenses during the
        reporting period.  Actual results could differ from those
        estimates.


<PAGE>    17


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


(2)	Significant Accounting Policies, Continued

(h)	Fair Value of Financial Instruments

        Fair value estimates discussed herein are based upon certain
        market assumptions and pertinent information available to
        management.  The respective carrying value of certain
        on-balance-sheet financial instruments approximated their fair
        values.  These financial instruments include cash, accounts
        payable, and accrued expenses.  Fair values were assumed to
        approximate carrying values for these financial instruments
        since they are short-term in nature or they are receivable or
        payable on demand.  The fair value of the Company's long-term
        debt, including its obligations under capital leases and
        amounts due to stockholders, is estimated based upon the
        quoted market prices for the same or similar issues or on the
        current rates offered to the Company for debt of the same
        remaining maturities.  Fair value of these financial
        instruments also approximates their carrying values due to
        their short-term maturities and to their proximity to current
        market rates.

(i)	Stock-Based Compensation

        The Company accounts for employee stock options in accordance
        with Accounting Principles Board Opinion No. 25 (APB 25),
        "Accounting for Stock - Issued to Employees" (APB 25).  Under
        APB 25, the Company recognizes compensation expense related to
        employee stock options based on the intrinsic value of the
        stock options on the date of grant.

        During the year ended March 31, 1997, Statement of Financial
        Accounting Standards No. 123, "Accounting for Stock-Based
        Compensation" (SFAS 123) became effective for the Company.
        SFAS 123, which prescribes the recognition of compensation
        expense based on the fair value of options on the grant date,
        allows companies to continue applying APB 25, however,
        additional disclosures including the pro forma effect of the
        adoption of SFAS 123 are required (see Note 11).

(j)	Fiscal Year

        The Company's fiscal year end is determined based on 13-week
        quarters.


<PAGE>    18


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


(2)	Significant Accounting Policies, Continued

(k)	Business Risk

        During the year ended March 31, 2001, a significant portion of
        the Company's sales were concentrated with a related party.
        This customer accounted for approximately 19% of the Company's
        sales.

        During the year ended April 1, 2000, a single customer
        accounted for approximately 38% of the Company's sales.  Prior
        to April 1, 2000, this single customer discontinued purchasing
        from the Company.

(l)	Reclassifications

        Certain reclassifications have been made to the 2000 financial
        statements in order to conform to the 2001 presentation.


(3)	Inventories

Inventories consist of the following at March 31, 2001:

             Raw materials           $    48,934
             Finished goods               72,988
                                     -----------
                                     $   121,922
                                     ===========

At March 31, 2001, finished goods inventories were reduced by
approximately $37,000 to adjust the carrying value of certain
finished goods to market.


(4)	Prepaid Expenses

Subsequent to March 31, 2001, the Company entered into a
distributor agreement granting the Distributor the license to sell
the Company's products using a modified label, as reviewed and
approved by the Company.  The initial term of the agreement is a
five-year period beginning April 11, 2001.  In connection with
this agreement, the Distributor has guaranteed sales and
distribution of a minimum of 3,000,000 cases of product during the
initial five-year contract period.  In consideration of this
guarantee, the Company issued 3,000,000 free trading shares of its
common stock prior to March 31, 2001.  As the initial five-year
contract period does not begin until April 2001 the entire amount
has been deferred and is included as a component of prepaid
expenses and other current assets on the accompanying balance
sheet.


<PAGE>    19


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


(5)	Property, Plant, and Equipment

Property, plant, and equipment consist of the following at March
31, 2001:

               Land                              $       90,000
               Building                                 926,520
               Machinery and equipment                1,025,704
               Vehicles                                  22,393
                                                 --------------
                                                      2,064,617
               Less accumulated depreciation            337,216
                                                 --------------
                 Total property, plant, and
                   equipment, net                $    1,727,401
                                                 ==============

For the years ended March 31, 2001 and April 1, 2000, depreciation
expense amounted to $118,128 and $113,248, respectively.  The
Company has reviewed its long-lived assets for impairment and has
determined that no adjustments to the carrying value of long-lived
assets is required.

As of March 31, 2001, the Company had not paid real estate taxes
relating to the calendar years ended December 31, 2000 and 1999 on
its real property.  This real property includes the plant and the
corporate offices.  Property taxes payable, and estimated accrued
penalties and interest thereon have been accrued and are included
in accounts payable in the accompanying financial statements.


(6)	Due to Stockholders

Due to stockholders consists of the following at March 31, 2001:

   Notes payable, including accrued
     interest, to stockholders; due on
     demand with interest accrued at 8%,
     collateralized by a security
     interest in real property                       $   323,459
   Deferred salaries with interest accrued at 5%          54,872
                                                     -----------
             Total due to stockholders               $   378,331
                                                     ===========


(7)    Long-Term Debt

Long-term debt at March 31, 2001 consists of:

   Mortgage payable; interest 10% payable
     monthly; unpaid principal due June 1, 2001;
     collateralized by real property                 $  136,000

   Installment note payable; interest 10.5%;
   payments $462 per month including interest;
   collateralized by a vehicle                            6,220

   Secured series "B" convertible debentures
     ("Debentures"), interest 8%, matured
     during June 2000.  The Debentures are
     convertible at any time prior to maturity,
     at the option of the holder, into common


<PAGE>    20


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


     shares at a conversion price equal to 65%
     of the three day average closing bid price
     prior to the date of conversion; secured
     by real estate and personal property                50,000
                                                     ----------

         Long-term debt                                 192,220

     Less current installments                          192,220
                                                     ----------
         Total long-term debt, less
           current installments                      $        -
                                                     ==========


The Company is actively seeking alternative financing methods to
satisfy its mortgage note payable and its convertible debentures.

Considering the beneficial conversion feature of the debentures,
the Company allocated $543,551 of the proceeds raised from the
issuance of these debentures, which represents the intrinsic value
of the conversion feature, to additional paid-in capital.  Because
the debentures are convertible at the date of issuance, the
proceeds allocated to additional paid-in capital were charged to
interest expense at the date of issuance.

(8)	Lease Commitments

Obligations Under Capital Leases

At March 31, 2001, the Company is obligated under long-term
capital leases for equipment.  The following is a schedule by year
of future minimum lease payments under these capital leases.

          2002                                     $     7,930
          2003                                           6,791
          2004                                           2,353
                                                   -----------
              Total lease payments                      17,074
          Less amount representing interest
            (6.5% - 8%)                                  1,515
                                                   -----------
              Present value of lease payments           15,559
          Less current obligation                        7,930
                                                   -----------
              Total lease commitments              $     7,629
                                                   ===========

Operating Leases

During the year ended March 31, 2001, the Company rented vehicles
and equipment under operating leases.  At March 31, 2001, only one
lease remained effective, the remaining term is less than one
year.  Rent expense amounted to approximately $13,000 and $22,000
for the years ended March 31, 2001 and April 1, 2000,
respectively.


<PAGE>    21


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


(9)	Income Taxes

No provision for income taxes is recorded due to the amount of tax
losses incurred since inception.  The Company had unused net
operating loss carryforwards to offset against future years'
taxable income of approximately $5,836,000, which begin expiring
in years after 2011.  Temporary differences giving rise to the
deferred tax assets consist primarily of the net operating loss
carryforward.  Management has established a valuation allowance
equal to the amount of the deferred tax assets due to the
uncertainty of the Company's realization of this benefit.

Deferred tax assets consist of the following at March 31, 2001:

      Deferred tax assets:
        Net operating loss carryforwards        $   2,196,000
        Other                                         267,000
                                                -------------
           Gross deferred tax assets                2,463,000
        Valuation allowance                         2,463,000
                                                -------------
           Net deferred tax assets              $           -
                                                =============

Since inception, substantial changes of ownership of the Company
have occurred.  Under federal tax law, these changes in ownership
of the Company will significantly restrict future utilization of
the net operating loss carryforwards.  Other than the net
operating losses, which have been limited because of the change in
ownership as described above, any other net operating losses will
expire if not utilized beginning in years after 2011.


(10)	Commitments and Contingencies

A former officer of the Company filed suit against the Company for
approximately $80,000 of accrued wages and loans that took the
form of a mortgage on the property.  This claim also seeks
1,350,000 shares of the Company's common stock.  The Company has
accrued approximately $80,000, relating to the accrued wages and
loans, in the accompanying financial statements.  However, the
Company asserts that all or a majority of the number of common
shares due is a frivolous claim and has not included any amount
related to these shares in the accompanying financial statements.



<PAGE>    22


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


(11)	Stock

During the year ended April 4, 1998, the Company issued 2,500
shares of Series A convertible preferred stock.  These shares are
nonvoting, and the holders are entitled to receive an eight-
percent annual dividend and have a liquidation preference of
$1,300 per share.  These preferred shares are convertible at any
time, at the option of the holder, into common shares equal to
$1,000 divided by the lower of (a) 65 percent of the average
market price of the common stock for the five trading days prior
to the conversion date, or (b) $1.875.  The Series A preferred
shares contain a provision that the Company shall increase the
conversion rate by five percent for each of the following
occurrences:

1.   Failure to file a registration statement under the
     Securities Act of 1933 covering the common stock within 30
     days of closing date;

2.   Failure of the registration to become effective within 120
     days of closing date; and

3.   Failure to issue the common shares within the time limits
     set forth in the amended articles of incorporation.

As of March 31, 2001, approximately $27,000 of cumulative
preferred dividends are in arrears.

During the years ended March 31, 2001 and April 1, 2000, 100 and
1,476 shares, respectively, of the preferred stock were converted
into 1,121,885 and 18,958,035 common shares, respectively.  These
conversions include the 5% increase as the Company failed to
register the shares within the 120-day time frame and all unpaid
dividends on the preferred stock.  The remaining preferred stock
if converted using the aforementioned 65% of the average of the
market price of the common stock, at March 31, 2001, would convert
to a maximum of approximately 1,250,000 common shares which
reflects the 5% additional shares issuable and unpaid dividends on
the preferred stock.

During the years ended March 31, 2001 and April 1, 2000, $200,000
and $900,000, respectively, of debentures were converted into
1,920,205 and 12,394,597 common shares, respectively.


(12)	Stock Options

During the year ended March 31, 2001, the board of directors of
the Company granted stock options to an officer and two directors
of the Company.  Each recipient was granted 6,000,000 stock
options with an exercise price of $.01.  The stock options vest
33% immediately and 33% each year for the next 2 years.  Stock
options issued to directors are valued at fair value using an
option-pricing model.


<PAGE>    23


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


During the year ended April 1, 2000, the Company entered into
employment agreements with two officers of the Company.  The
employment agreements included 6,000,000 stock options granted
with an exercise price of $.01.  The stock options vest 20%
immediately and 20% each year for the next four years.  The number
of shares covered by these stock options and the exercise price
shall be proportionally adjusted for any change in the number of
issued shares subsequent to June 3, 1999.  During the year ended
March 31, 2001 the stock options issued in connection with these
employment agreements were forfeited.

Stock options transactions are summarized as follows:

<TABLE>
<CAPTION>
                                                Stock        Weighted Avg.
                                               Options       Exercise Price
                                              ---------      --------------
<S>                                           <C>            <C>
     Outstanding at April 3, 1999                     -      $         -
       Granted                                6,000,000              .01
       Exercised                                      -                -
       Forfeited                                      -                -
                                             ----------
     Outstanding at April 1, 2000             6,000,000              .01
       Granted                               18,000,000              .01
       Exercised                             (2,000,000)             .01
       Forfeited                             (6,000,000)             .01
                                             ----------
     Outstanding at March 31, 2001           16,000,000      $       .01
                                             ==========
     Shares exercisable at April 1, 2000      1,200,000      $       .01
                                             ==========
     Shares exercisable at March 31, 2001     4,000,000      $       .01
                                             ==========
</TABLE>


The Company applies APB 25 and related interpretations in
accounting for the stock options.  Accordingly, the Company
recognized $506,000 and $494,000 in compensation expense during
the year ended March 31, 2001 and April 1, 2000, respectively,
related to the stock options issued.  For companies electing to
use APB 25, SFAS 123 requires pro forma disclosures determined
through the use of an option-pricing model as if the provisions of
SFAS 123 had been adopted.


(12)	Stock Options, Continued

The weighted average fair value at the date of grant for options
granted during the years ended March 31, 2001 and April 1, 2000
was $.142 and $.270 per share, respectively.  The fair value of
the options granted was estimated on the date of grant using the
Black-Scholes Option Pricing Model with the following assumptions:


<PAGE>    24


       AQUA CLARA BOTTLING & DISTRIBUTION, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                   March 31, 2001 and April 1, 2000


                                       2001             2000
                                     --------        ---------
     Expected dividend yield               0%               0%
     Expected volatility              119.85%          174.16%
     Risk free interest rate            5.30%            5.30%
     Expected term in years                 2                4

If the Company had adopted the provisions of SFAS 123, net loss
for the years ended March 31, 2001 and April 1, 2000 would have
increased by $5,000 and $14,000, respectively, and basic loss per
share would remain unchanged.


(13)	Related Party Transactions

The Company has transactions with affiliated companies.  For the
years ended March 31, 2001 and April 1, 2000, sales to affiliated
entities amounted to $65,000  and $9,400, respectively.  Amounts
receivable related to these sales amounted to $5,000 as of March
31, 2001 and are included as a component of accounts receivable.

Additionally, an affiliated entity advanced the Company funds in
order to meet its cash flow requirements.  As of March 31, 2001,
amounts due to related parties totaled $189,980.


<PAGE>    25


Item 8.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure.

Accountants have not expressed any disagreeing opinions regarding the
Company's treatment of accounting matters.


                             PART III

Item 9.	Directors, Executive Officers, Promoters and Control
        Persons; Compliance With Section 16(a) of the Exchange Act.

The following table sets forth the names, offices held with the
Company, and age of its directors and executive officers as of March
31, 2001:

Name                    Position                 Director Since    Age
----                    --------                 --------------    ---
E. Douglas Cifers       Chairman                      2000         46
Robert F. Guthrie       Secretary, Director           1997         66
John C. Plunkett        President and Chief
                          Executive Officer           1997         52


All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified.  There are no agreements with respect to the election of
directors.  Any non-employee director of the Company is reimbursed for
reasonable expenses incurred for attendance at meetings of the Board
of Directors and any committee of the Board of Directors.  The
Executive Committee of the Board of Directors, to the extent permitted
under Colorado law, exercises all of the power and authority of the
Board of Directors in the management of the business and affairs of
the Company between meetings of the Board of Directors.  Each
executive officer serves at the discretion of the Board of Directors.

The business experience of each of the persons listed above during the
past five years is as follows:

Mr. Douglas Cifers has served as Chairman of the Board since June,
2000.  Mr. Cifers is owner/publisher of Florida Media, Inc., Florida's
largest statewide magazine publishing company.

Mr. Guthrie has served as Director of the Company since May, 1997 and
became the Secretary in December 1998.  Mr. Guthrie is an attorney
licensed to practice in Florida with affairs in Seminole, Florida.

Mr. Plunkett is the President and Chief Operations Officer of the
Company.  Mr. Plunkett has over 20 years experience in the engineering
consulting industry and 10 years experience in real estate management.
Mr. Plunkett has been associated with the Company as an officer and
director since its inception and became President in 1998. Mr.
Plunkett is a graduate of the U.S. Naval Academy with a degree in
Naval Engineering.

Subsequent to March 31, 2001, Mr. Guthrie  passed away on May 13,
2001.  The Board appointed Mr. Lewis Graham to the Board as a
replacement for Mr. Guthrie.


Item 10.  Executive Compensation

The Company does not have a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors.  The Company has entered into and employment contract with
John C. Plunkett.  This contract is for a five-year term.

Beginning with the fiscal year ending April 1, 2000, the Company began
compensating its directors.


<PAGE>    26


Cash Compensation
-----------------

The following table sets forth all cash compensation paid by the
Company to its officers and directors for services rendered to the
Company for the last three fiscal years.  The remuneration described
in the table does not include the cost to the Company of benefits
furnished to the named executive officers, including premiums for
health insurance and other benefits provided to such individual that
are extended in connection with the conduct of the Company's business.
The value of such benefits cannot be precisely determined, but the
executive officers named below did not receive other compensation in
excess of the lesser of $25,000 or 10% of such officer's cash
compensation.

<TABLE>
<CAPTION>
                             Summary Compenstion Table

     Name and                                        Other Annual    Restricted Stock
Principal Position      Year     Salary    Bonus     Compensation        (Value)
------------------      ----     ------    -----     ------------    ----------------
<S>                     <C>      <C>       <C>       <C>             <C>

E. Douglas Cifers       2001          0        0          132,000                0
Chairman

Carl Evans              2001      3,000        0                0                0
Director

Rand L. Gray            2001          0        0                0                0
Former CFO              2000          0        0                0                0
                        1999     30,000        0                0                0

Robert F. Guthrie       2001          0        0                0                0
Director                2000          0        0                0           19,000
                        1999          0        0                0                0

Renato P. Mariani       2001          0        0                0                0
Director                2000          0        0                0           19,000

John S. McAvoy          2001          0        0                0                0
Former                  2000     73,000[1]     0                0                0
President/CEO           1999     32,000        0                0                0

Emanuel J. Mersis       2001     26,654        0                0                0
Former CEO/             2000     50,346        0                0            8,000
Chairman of the Board

John C. Plunkett        2001     41,462        0          132,000                0
President/CEO           2000     62,192        0                0           95,342
                        1999     28,000        0                0                0

Michael Potapow         2001          0        0                0           25,000
Director

John G. Thomas          2001          0        0                0                0
Director                2000          0        0                0            8,000

</TABLE>


Note:	1. Represents payment of deferred salary, repayment of notes, and
           payment of guaranties against stock liquidation


<PAGE>    27


Item 11.  Security Ownership of Certain Beneficial Owners and
          Management

The following table sets forth information, to the best knowledge of
the Company as of March 31, 2001, with respect to each person known by
the Company to own beneficially more than 5% of the Company's
outstanding common stock, each director and all directors and officers
as a group.

Name and Address           Amount and Nature of
of Beneficial Owner        Beneficial Ownership      Percent of Class(1)
-------------------        --------------------      -------------------
E. Douglas Cifers (2)
102 Drennen Rd.
Suite C-5
Orlando, FL 32806                4,800,000                 6.4%

John C. Plunkett (2)
1315 Cleveland St.
Clearwater, FL 33755             2,000,000                 2.7%

Robert F. Guthrie
1315 Cleveland St.
Clearwater, FL 33755                25,000                  *

All Directors and
Executive Officers as
a Group (3 persons)              6,825,000                 9.1%
--------------------------
* less than 1%

(1)   Unless otherwise noted below, the Company believes that all
      persons named in the table have sole voting and investment
      power with respect to all shares of common stock beneficially
      owned by them.  For purposes hereof, a person is deemed to be
      the beneficial owner of securities that can be acquired by
      such person within 60 days from the date hereof upon the
      exercise of warrants or options or the conversion of
      convertible securities.  Each beneficial owner's percentage
      ownership is determined by assuming that any such warrants,
      options or convertible securities that are held by such
      person (but not those held by any other person) and which
      are exercisable within 60 days from the date hereof, have
      been exercised.

(2)   Includes 1,000,000 shares issuable upon exercise of options.


Item 12.  Certain Relationships and Related Transactions

Mr. John McAvoy has loaned the Company amounts for working capital.
The loans are represented by promissory notes due on demand and
bearing interest of 6%.  The total owed is $15,000 with $1,500 loaned
on March 15, 1996, $9,000 loaned on April 17, 1996, $4,000 loaned on
July 19, 1996, and $500 loaned without a formal promissory note.  Mr.
John McAvoy has (unsecured) deferred salary of $46,480 as of April 3,
1999.  By settlement agreement dated February 11, 2000, Mr. McAvoy's
deferred salary was paid and loans were repaid via a lump-sum cash
payment in the amount of $55,000.

Mr. John Plunkett's spouse is a significant stockholder in a
corporation which has a written contract to distribute the Company's
products.



<PAGE>    28


The Company on February 11, 1999, received a loan from a group of the
Company's shareholders, who are neither officers nor directors.  Under
the loan terms $250,000 was made available over ninety days.  The 10%
interest rate is payable in cash or stock.  A blanket Security
Agreement on all of the Company's assets, a UCC filing on the
Company's non-realty assets, and a mortgage on the Company's realty
secures the note.  The note, security agreement, UCC filing and
mortgage include any future advancements of additional funds.  Messrs.
Plunkett, Gray, Guthrie and Berry/Davis subordinated their mortgages,
where filed, to the mortgage of the loaning shareholders.  The Company
on June 25, 1999, paid off the loan described above, retiring the
note.

In April, 1999, the Company issued 500,000 restricted shares of common
stock to Olympus Capital for consulting services to be provided
through April, 2000.  In May, 1999, the Company paid $150,000 and
agreed to issue 100,000 restricted shares to Olympus Capital, Inc. for
the purpose of assisting the Company in identifying investors willing
to invest capital into the Company in connection with the $1,150,000
debenture.  Olympus Capital was also granted options for 300,000
shares of common stock at exercise prices of $.30/share for the first
100,000 shares, $.35/share for the next 100,000 shares, and $.40/share
for the last 100,000 shares.  On March 14, 2000, the exercise price
for all 300,000 option shares was reduced to $.30/share and Olympus
Capital exercised its options.  Management has netted these costs
against the proceeds and has allocated a portion of the net proceeds
as a cost of the 100,000 shares issued.

Mr. R. Bradshaw, Mr. E. J. Mersis and Mr. J. Spratt have loaned the
Company amounts for working capital.  The total owed is $75,000 loaned
on December 3, 1999, $151,000 in January 2000, and $75,000 in February
2000 respectively.  Mr. E. J. Mersis note was assumed by Mr. Clarence
J. Socia in June 2000.

Mr. E. Cifers has loaned the Company amounts for working capital.  The
total owed as of March 31, 2001 is $189,980.  Mr. Cifers' loan was
repaid through the issuance of common stock on June 18, 2001.


                             PART IV

Item 13.  Exhibits and Reports on Form 8-K

	(a)	Exhibits

 Exhibit No.                    Exhibit Name
 -----------                    ------------
   *3.1       Articles of Incorporation and all amendments thereto
   *3.2       By-Laws
   21.1       Subsidiaries
   27         Financial Data Schedules

*   Previously filed as Exhibit to Form SB-2


(b)	The Company did not file any reports on Form 8-K for  the
year  ended March 31, 2001.



<PAGE>    29


                          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.

Date:  June 29, 2001          AQUA CLARA BOTTLING & DISTRIBUTION, INC.



                              By:___/s/John C. Plunkett______________
                                 John C. Plunkett
                                 President/C.E.O.


<PAGE>    30