UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


           [X] Quarterly report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2003

                         Commission file number: 0-13118

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
        (Exact name of small business issuer as specified in its charter)

           Florida                                              65-0805935
(State or Other Jurisdiction                               of (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                          1548 The Green's Way, Suite 1
                          Jacksonville Beach, FL 32250
                    (Address of principal executive offices)

                   (904) 280-7795 (Issuer's telephone number)


       The number of issued and outstanding shares of the issuer's common
           stock, $0.001 par value, as of June 30, 2003 was 42,753,571



<PAGE>



                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION

                         PART I - FINANCIAL INFORMATION

                                                                          Page
                                                                           No.
Item 1.  Financial Statements:

         Consolidated Balance Sheet - (Unaudited) .......................   1

         Consolidated Statements of Operations - (Unaudited) ............   3

         Consolidated Statements of Cash Flows - (Unaudited) ............   5

         Notes to Consolidated Financial Statements .....................   6

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations .....................................   8

Item 3.  Controls and Procedures ........................................  12

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ..............................................  13

Item 2.  Changes in Securities ..........................................  13

Item 3.  Defaults Upon Senior Securities ................................  13

Item 4.  Submission of Matters to a Vote of Security Holders ............  13

Item 5.  Other Information ..............................................  13

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

Certifications

Signatures



<PAGE>


                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2003



                                     Assets

Current assets
Cash                                                                  $    7,811
   Accounts receivable, net                                               97,506
   Inventory                                                             184,951
   Prepaid expenses                                                        1,627
                                                                      ----------
Total current assets                                                     291,895

Property, plant and equipment, net                                     4,394,369
                                                                      ----------

Other assets
   Intangible asset, net                                                 504,742
Other receivables                                                          5,000
Other assets                                                             126,578
                                                                      ----------
Total other assets                                                       636,320
                                                                      ----------

                                                                      $5,322,584
                                                                      ==========













   The accompanying notes are an integral part of these financial statements.

                                       1

<PAGE>


                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2003


                      Liabilities and Stockholders' Deficit


<TABLE>
<S>                                                                              <C>
Current liabilities
Accounts payable                                                                 $  1,892,225
Accrued expenses                                                                    1,110,072
Accrued interest                                                                      243,389
Factoring liability                                                                    63,324
Advances from factor                                                                   85,896
Line of credit - related party                                                         70,000
Line of credit - other                                                                 50,000
Note payable - related party                                                            7,000
Notes payable - other                                                                 518,782
   Capitalized lease obligations                                                      159,088
   Financing obligation                                                             1,368,000
                                                                                 ------------
Total current liabilities                                                           5,567,776

Convertible note payable                                                              947,000

                                                                                 ------------
Total liabilities                                                                   6,514,776

Stockholders' deficit
   Convertible preferred stock, $0.01 par value, 20 million shares
      authorized, 563,100 shares issued and outstanding,
      redeemable at company's option.
     (Liquidation rights $5,631,000 and Redemption rights $6,496,000)                   5,631
   Common stock, $0.001 par value, 80 million shares authorized,
     42,753,571 shares issued and outstanding.                                         42,755
   Additional paid in capital                                                       9,164,701
   Accumulated deficit                                                            (10,405,279)
                                                                                 ------------
Total stockholders' deficit                                                        (1,192,192)
                                                                                 ------------

                                                                                 $  5,322,584
                                                                                 ============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       2

<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)



<TABLE>
                                                            Three months ended June 30,              Six months ended June 30,
                                                           2003                 2002                 2003                2002
                                                     -----------------    -----------------     ----------------    ----------------
                                                                                                                      (Restated)


<S>                                                         <C>                  <C>                <C>                   <C>
Sales, net of discounts and returns                  $        630,508     $        438,220      $     1,161,753     $       669,056
Cost of goods sold                                            479,537              336,632              888,999             567,928
                                                     -----------------    -----------------     ----------------    ----------------

Gross profit                                                  150,971              101,588              272,754             101,128
                                                     -----------------    -----------------     ----------------    ----------------

Expenses
   General and administrative                                  97,364               91,368              176,154             284,473
   Sales expenses                                              60,184               28,019               97,027              55,408
   Marketing expenses                                           4,750                4,288                9,125              10,165
   Consulting and professional fees                            27,602               32,761               72,150             180,216
   Rent                                                         9,951                8,253               20,252              13,817
   Depreciation and amortization                               92,100              140,429              184,348             280,731
                                                     -----------------    -----------------     ----------------    ----------------
                                                              291,951              305,118              559,056             824,810
                                                     -----------------    -----------------     ----------------    ----------------
Loss from operations                                         (140,980)            (203,530)            (286,302)           (723,682)

Other income/(expenses)
Interest expense                                             (126,195)             (97,353)            (253,835)           (204,089)
Gain from extinguishment of debt                                    -                    -                    -             396,952
Litigation settlements                                           6,263              84,635             226,709             118,094
                                                     -----------------    -----------------     ----------------    ----------------
                                                             (119,932)             (12,718)             (27,126)            310,957
                                                     -----------------    -----------------     ----------------    ----------------

Net loss                                             $       (260,912)    $       (216,248)     $      (313,428)    $      (412,725)
                                                     =================    =================     ================    ================

Loss per common share - basic and diluted            $          (0.01)    $          (0.01)     $         (0.01)    $         (0.01)
                                                     =================    =================     ================    ================
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
                                                                                           Six months ended June 30,
                                                                                        2003                      2002
                                                                                 --------------------      --------------------
                                                                                                               (Restated)

<S>                                                                                          <C>                       <C>
Cash flows from operating activities:
  Net loss                                                                       $          (313,428)      $          (412,725)
                                                                                 --------------------      --------------------

  Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization                                                           184,348                   280,731
     Compensation in exchange for stock, options and warrants                                      -                   248,227
     Litigation settlements                                                                 (226,709)                 (118,094)
     Gain on debt restructure                                                                      -                  (396,952)
     Deferred interest on leases charged to expense                                                -                     4,694
     Deferred loan and financing fees charged to expense                                      25,002                    70,826
     Change in operating assets and liabilities:
       Decrease (increase) in accounts receivable                                            (48,118)                   59,146
       Decrease (increase) in inventory                                                       (3,303)                   58,477
       Decrease (increase) in prepaid expenses                                                 8,416                   (11,393)
       Decrease (increase) in other assets                                                      (400)                      401
       Increase  in accounts payable and accrued expenses                                     71,531                    94,270
                                                                                 --------------------      --------------------
Net cash used in operating activities                                                       (302,661)                 (122,392)
                                                                                 --------------------      --------------------

Cash flows from investing activities:
  Cash payments for the purchase of property                                                  (5,633)                   (2,675)
                                                                                 --------------------      --------------------
Net cash used in investing activities                                                         (5,633)                   (2,675)
                                                                                 --------------------      --------------------

Cash flows from financing activities:
  Proceeds from loans                                                                        280,000                   137,000
  Proceeds from factor (net)                                                                  24,324                         -
  Proceeds from factor advances (net)                                                         11,012                         -
  Principal payments on notes payable                                                              -                   (15,000)
                                                                                 --------------------      --------------------
Net cash provided by financing activities                                                    315,336                   122,000
                                                                                 --------------------      --------------------

Net increase (decrease) in cash                                                                7,042                    (3,067)

Cash, beginning of period                                                                        769                    12,069
                                                                                 --------------------      --------------------

Cash, end of period                                                              $              7,811      $             9,002
                                                                                 ====================      ====================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
                                                                                                         Six months ended June 30,
                                                                                                        2003                 2002
                                                                                                      ---------           ----------
                                                                                                               (Restated)
<S>                                                                                                   <C>                 <C>
Supplemental cash flow information:
  Interest paid                                                                                       $ 221,111           $   44,060
                                                                                                      =========           ==========

Noncash investing and financing activities:
  Conversion of trade account payable to note payable                                                 $      --           $  947,000
                                                                                                      =========           ==========

  Conversion of note payable and accrued interest to equity                                           $      --           $  418,764
                                                                                                      =========           ==========

  Sale-leaseback financing obligation refinancing various liabilities                                 $      --           $1,368,000
                                                                                                      =========           ==========
</TABLE>












   The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SIX MONTHS ENDED JUNE 30, 2003



NOTE  1  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The  accompanying  consolidated  financial  statements  of the Company have been
prepared in accordance with the instructions to Form 10-QSB and, therefore, omit
or  condense  certain  footnotes  and other  information  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles.   It  is  suggested  that  these  consolidated  condensed  financial
statements should be read in conjunction with the Company's financial statements
and notes thereto included in the Company's audited financial statements on Form
10-KSB for the fiscal year ended December 31, 2002.

The accounting policies followed for interim financial reporting are the same as
those disclosed in Note 1 of the Notes to Financial  Statements  included in the
Company's  audited  financial  statements for the fiscal year ended December 31,
2002, which are included in Form 10- KSB.

In the opinion of management,  the unaudited  consolidated  financial statements
include all necessary adjustments (consisting of normal, recurring accruals) for
a fair  presentation of the financial  position,  results of operations and cash
flow  for  the  interim  periods  presented.  Preparing  consolidated  financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets,  liabilities,  revenues and expenses. Actual results
may differ from these  estimates.  The results of operations  for the six months
ended June 30, 2003 are not  necessarily  indicative of operating  results to be
expected for a full year.

The  accompanying   consolidated  condensed  financial  statements  include  the
accounts  of the  Company  and its  wholly  owned  subsidiary.  All  significant
inter-company balances and transactions have been eliminated.

Certain   reclassifications   were  made  to  the  2002  consolidated  financial
statements  in order for the  presentation  to conform to the 2003  consolidated
financial statement presentation.


NOTE  2  RESTATEMENT

During the period ended March 31, 2002, the Company issued common stock as
employees' bonuses, as compensation for consulting fees and as interest expense
for financing agreements. These charges resulted in $1,241,135 reported as
operating expenses instead of $248,227 as corrected at December 31, 2002. In
addition, the Company issued stock to extinguish certain outstanding debt
reported as a gain of $309,598 instead of $396,952 as corrected. The Company
reassessed these transactions and revalued the stock as of the date of the
transactions. Accordingly, the Company recognized a net loss of $196,476 instead
of the previously reported net loss of $1,276,738 for the period ended March 31,
2002.

                                       6

<PAGE>


This restatement is summarized as follows:
<TABLE>
                                                                                                           As Restated
                                                                                                           -----------
                                                                      As Originally              For the                 For the
                                                                        Reported              Quarter Ended             Six Months
                                                                     March 31, 2002           March 31, 2002           June 30, 2002
                                                                     --------------           --------------           -------------

<S>                                                                  <C>                      <C>                      <C>
General and administrative expenses                                  $    644,105             $    193,105             $    284,473

Consulting and professional fees                                     $    681,363             $    147,455             $    180,216

Interest income (expense)                                            $   (114,735)            $   (106,735)            $   (204,089)

Gain from extinguishment of debt                                     $    309,598             $    396,952             $    396,952

Net loss                                                             $ (1,276,738)            $   (196,476)            $   (412,725)

Accumulated deficit                                                  $(10,089,874)            $ (9,009,613)            $ (9,225,861)

Loss per common share                                                $      (0.08)            $      (0.01)            $      (0.01)
</TABLE>


NOTE  3  GOING CONCERN UNCERTAINTY

These financial statements are presented assuming the Company will continue as a
going  concern.  For the six months  ended June 30,  2003 and for the year ended
December  31,  2002,  the  Company  showed  operating  losses  of  $313,428  and
$1,278,715,   respectively,  and  a  stockholders'  deficit  of  $1,192,192  and
$878,764,  respectively.  The accompanying  financial  statements  indicate that
current  liabilities  exceed  current  assets by $5,275,881 for the period ended
June 30, 2003.

The  Company is  involved in various  lawsuits  relating to default  payments on
purchases  and loans,  among  other  matters,  the  outcomes  of which are still
pending.  Liability  resulting from pending  litigation,  even if limited to the
liability  accrued in the financial  statements,  may have a materially  adverse
effect on the Company's ability to continue as a going concern.

The Company is in default under its lease for its Leesburg  manufacturing  plant
for failure to pay rent as required under the terms of the lease.  Default under
the lease, if it remains  uncured,  could result in termination of the lease. If
the lease is  terminated,  the Company  would  likely be unable to continue as a
going concern.

The  Company's  negative  working  capital,  recurring  losses from  operations,
pending litigations, and defaults under the Company's contractual agreements and
short-term  loans  raise  substantial  doubt  about its ability to continue as a
going concern.  Management's  plan in regard to these matters  includes  raising
working capital, and compromising  outstanding liabilities at a discount,  which
may include issuance of equity in satisfaction of debt obligations.  The Company
is pursuing  private label and  co-packing  market  opportunities  to supplement
increased private label business and utilize excess plant capacity.  The support
of the Company's vendors,  customers,  lenders,  stockholders and employees will
continue to be key in the Company's future success.

                                       7

<PAGE>

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


The following discussion of our financial condition and results of operations is
based  upon  the  financial  statements  contained  in this  Form  10-QSB.  This
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  At the  end of the  section  there  is a  description  of  those
forward-looking statements and the risks and uncertainties.

Results of Operations

Net sales for the three months ended June 30, 2003 were $630,508, in contrast to
$438,220  for the same period in 2002, a 43.9%  increase.  Net sales for the six
months ended June 30, 2003 were $1,161,753  compared to $669,056 during the same
period in 2002, an increase of $492,697 or 73.6%.  We have restored sales of our
Syfo brand products to levels existing during the same period in 2000. We had no
significant   non-branded  sales  for  the  six  months  ended  June  30,  2003.
Non-branded  sales are necessary to defray the significant costs of our Leesburg
manufacturing  facility. We are in the preliminary stages with several potential
customers to manufacture bottled water products under their labels or brands. We
have no assurance these efforts will be successful.

Gross profit improved to $150,971 for the current period as compared to $101,588
for the same period in 2002,  an increase of $49,383 or 48.6%.  The gross profit
for the  current  quarter  is 23.9% of  sales,  compared  to 23.2%  for the same
quarter in 2002.  Our raw material  component in cost of goods sold  represented
55.1% of sales in the current quarter  compared to 54.3% of sales in the quarter
ended June 30,  2002,  indicating  a slight  increase in raw  material  purchase
costs.  Cost of goods sold including  direct  manufacturing  costs, was 76.1% of
sales for the current  quarter  compared  to 76.8% of sales in the same  quarter
last year.  For the six months  period  ended June 30,  2003,  gross  profit was
$272,754,  or 23.5%,  compared to $101,128,  or 15.1%, for the period ended June
30, 2002. This  represents an improvement of $171,626,  or 169.7% over last year
for the six months  period.  Improvements  in  operating  results are  primarily
attributable to increased sales and reflect the efforts and abilities of current
management, and their success in rebuilding the Company's sales.

General and administrative  expense,  including shareholders services and taxes,
increased to $97,364 for the current  quarter from $91,368 for the quarter ended
June 30, 2002. The general and  administrative  expense for the six months ended
June 30, 2003 was  $176,154,  or $108,319  less than the  $284,473  for the same
period last year,  a decrease of 38.1%.  The higher  general and  administrative
expense for the same  period in 2002 is  primarily  attributable  to the expense
charge for stock issued and included in the three months ended March 31, 2002.

Sales expense  increased to $60,184,  or 9.5% of sales,  for the current  period
compared to $28,019,  or 6.4% of sales,  for the  quarter  ended June 30,  2002,
reflecting  increased freight expense associated with increased shipments of our
products and  increased  accrued  compensation  expense.  Sales  expense for the
current six months period was $97,027 compared to $55,408 for the same period in

                                       8

<PAGE>

2002,  an  increase  of  $41,619.  For  the six  months  period,  sales  expense
represented 8.4% and 8.3% of sales for 2003 and 2002, respectively.

Marketing  expense for the quarter just ended increased  slightly to $4,750 from
$4,288,  or 10.8%.  For the  current six  months,  marketing  expense was $9,125
compared to $10,165 for the same period ended June 30, 2002, or 10.2% less. Both
years reflect low levels of marketing activity.

Consulting  and  professional  fees  decreased  15.7% to $27,602 for the quarter
ending  June 30, 2003 from  $32,761  for the same period last year.  For the six
months  period,  consulting and  professional  fees decreased to $72,150 for the
current year to date compared to $180,216 for the previous period, a decrease of
$108,066,  or 60.0%. The higher  consulting and  professional  fees in 2002 were
primarily attributable to the expense charge for stock issued during the quarter
ended March 31, 2002.

Rent expense for the current  quarter  increased to $9,951 as compared to $8,253
for the quarter ended June 30, 2002,  reflecting  the cost  associated  with the
Jacksonville  headquarters.  Rent expense for the six months ended June 30, 2003
was $20,252,  an increase of $6,435 over the rent expense of $13,817 for the six
months period last year.

Depreciation  and  amortization  expense  declined  to $92,100  for the  current
quarter,  or 34.4% less than the $140,429  estimated  for the quarter ended June
30, 2002.  For the six months  period,  depreciation  and  amortization  expense
decreased  $96,383 to  $184,348  from  $280,731  for the same  period last year.
Reduction  in  depreciation  expense  resulted  from a change  in an  accounting
estimate, using comparable industry standards and anticipated asset lives.

Loss from  operations  of  $140,980  represented  a 30.7%  improvement  over the
$203,530 loss from operations for the same quarter last year. The improvement is
mainly   attributable  to  increased  sales  and  gross  margin,  and  decreased
depreciation  estimates  in the period.  For the six months ended June 30, 2003,
loss from  operations  was $286,302  compared to the restated  $736,682 for last
year's six months period, an improvement of 60.4%.

Interest  expense  increased  to  $126,195,  or 20.0% of sales,  for the current
quarter  compared to interest  expense of  $97,353,  or 22.2% of sales,  for the
quarter ended June 30, 2002.  Interest expense for the six months ended June 30,
2003 was $253,835 compared to $204,089,  an increase of 24.4%.  Interest expense
represented  21.8% and 30.5% of sales for the six months ended June 30, 2003 and
2002,  respectively.  The increased interest costs are primarily associated with
the sale-leaseback  transaction for the Leesburg  manufacturing plant, accounted
for  under  the  financing  method.   The  interest  expense  recorded  for  the
sale-leaseback  was $75,500 and  $80,000,  for the current  three and six months
ended June 30, 2003, respectively,  including lease payments and amortization of
the  deferred  financing  fees.  The  Company is in default  under the lease for
failure to pay rent as required under the terms of the lease. The balance of the
interest  expense is attributable to other notes and obligations of the Company,
including trade receivables factoring fee payments.

Litigation  settlements  income of $6,263 was associated with the settlements of
various  judgments  and  other  liabilities  in  the  current  quarter.  Similar
settlements  resulted in income of $84,635 in the quarter  ended June 30,  2002.
For the six  months  ended  June 30,  2003,  litigation  settlements  income was

                                       9

<PAGE>

$226,709,  an increase of $108,615, or 92.0% over the same period last year. The
Company is engaged in ongoing  efforts to settle  judgments and  liabilities for
less  than  their  recorded  amounts.   Our  future  ability  to  reach  further
settlements of these  liabilities will be hampered by the lack of cash to tender
payments.

Net loss  increased to $260,912 for the quarter  ended June 30, 2003 as compared
to the net loss of $216,248  for the same  period in 2002.  The net loss for the
current  period  increased by 20.7% compared to the net loss for the same period
last year. Net loss for the six months ended June 30, 2003 was $313,428 compared
to the restated $412,725 for the same period last year, an improvement of 24.1%.

Liquidity and Capital Resources

On June 30,  2003  current  liabilities  exceed  current  assets by  $5,275,881.
Current  liabilities,  including  the current  portion of long-term  debt,  were
$5,567,776. Of this amount,  approximately $1,892,000 was payable to vendors and
$1,110,000  was accrued  expenses.  The  sale-leaseback  recorded as a financing
obligation was  reclassified to current  liabilities in the current period ended
June 30, 2003. Our long-term liabilities were $947,000.

For the six months  ended June 30, 2003,  net cash used in operating  activities
was  $302,661  compared to $122,392  cash used in the same period last year,  an
increased  requirement of $180,269.  Cash used in operating  activities reflects
settlements with vendors and continued restructuring  activities.  Also, current
operations require payments in advance for critical raw materials.

Cash flows from  investing  activities  are limited to  purchases  of  equipment
upgrades necessary for new sales products specifications or other support assts.
The current period purchase was $5,633 compared to $2,675 last year.

Cash flow from financing  activities  included loan proceeds used to settle past
due  debts  and  refinance   obligations   associated  with  the  sale-leaseback
obligation, and factoring of the Company's accounts receivable.

Our goal is to reduce our current  liabilities,  increase our current assets and
achieve a positive working capital.  We still have a substantial  amount of past
due vendor payables, defaults to lenders, vendors, suppliers,  judgment holders,
and other debts.

We are currently seeking short-term  financing and accommodations to restructure
or extend our  indebtedness.  Without  such  financing  our  ability to continue
operations remains in doubt.

Critical Accounting Policies:

The  preparation  of  consolidated  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 consolidated

                                       10

<PAGE>

financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Property, Plant and Equipment and Depreciation

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight-line  method based on the estimated  useful lives of the assets,  which
range from 7 - 25 years. Major expenditures for property acquisitions, and those
expenditures  that  substantially  increase  the  estimated  useful lives of the
property,  are capitalized.  Expenditures for  maintenance,  repairs,  and minor
replacements are charged to expense as incurred.

The  Company  continually  evaluates  the  carrying  value  of fixed  assets  to
determine  whether there are any impairment  losses. If indicators of impairment
are present in fixed  assets used in  operations,  and future cash flows are not
expected to be sufficient to recover the asset's carrying amount,  an impairment
loss would be charged to expense in the period identified.

Intangible Assets

We  acquired  the rights to the Syfo brand in July  1998.  In 1998 and 1999,  we
spent approximately $738,000 for the acquisition,  maintenance,  rehabilitation,
redesign and development of the Syfo brand. Amortization of trademarks and brand
names, and other intangibles is determined  utilizing the  straight-line  method
based generally on the estimated useful lives of approximately 15 years.

The Company  continually  evaluates the carrying  value of intangible  assets to
determine  whether there are any impairment  losses. If indicators of impairment
are present in intangible  assets used in operations,  and future cash flows are
not  expected  to be  sufficient  to recover  the asset's  carrying  amount,  an
impairment loss would be charged to expense in the period identified.

Forward-Looking Statements

The  above  management's   discussion  and  analysis  contains   forward-looking
statements as defined by the Private  Securities  Litigation  Reform Act of 1995
relating to increased  sales and business  plans;  adjustments in costs of goods
sold  expected  to occur;  our ability to solve our  working  capital  needs and
liquidity;  legal and  regulatory  conditions  and  changes;  the  effect of the
Company's accounting policies;  and our ability to compete. In addition to these
statements, trend analyses and other information including words such as "seek,"
"anticipate,"  "believe,"  "plan,"  "estimate,"  "expect,"  "intend"  and  other
similar  expressions  are  forward-looking  statements.  Some  or all  of  these
forward-looking  statements may not occur. These forward-looking  statements are
subject  to risks and  uncertainties  that may cause  actual  results  to differ
materially from the  forward-looking  statements.  These risks and uncertainties
include the  following:  a  continuation  of our lack of positive cash flow from
operations;  our inability to identify,  hire, train, motivate and retain highly
qualified  management and other key personnel;  loss of any significant customer
in our market place;  our ability to reach an  accommodation  with our creditors
and preferred  shareholders;  and ability to efficiently install and operate our
bottle making  facility.  These  statements  are based on our beliefs as well as
assumptions we made using information currently available to us. We undertake no

                                       11

<PAGE>

obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events, or otherwise.

Item 3.  Controls and Procedures.

(a)      Evaluation  of  disclosure controls and procedures. As required by Rule
         --------------------------------------------------
13a-15 under the  Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  the
Company  carried  out an  evaluation  of the  effectiveness  of the  design  and
operation of the Company's  disclosure  controls and procedures as of the end of
the period  covered by the quarterly  report.  This  evaluation  was carried out
under the supervision and with the  participation  of the Company's  management,
including the Company's Chairman (who serves as the principal  executive officer
and principal  financial  officer).  Based upon that  evaluation,  the Company's
Chairman and  management  concluded that the Company's  disclosure  controls and
procedures are effective in alerting them to material information  regarding the
Company's  financial  statement and disclosure  obligation in order to allow the
Company to meet its  reporting  requirements  under the Exchange Act in a timely
manner.

(b)      Changes  in  internal  control. There  have been no changes in internal
         ------------------------------
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of the evaluation,  including any corrective actions with
regard to significant deficiencies and material weaknesses.




                                       12

<PAGE>




                                    PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are a party to a number of lawsuits  arising out of commercial  transactions.
Although none of the suits would normally involve a material amount of potential
liability,  our current  liquidity needs result in a different  conclusion.  Any
adverse  determination  in any of  the  pending  lawsuits  would  likely  have a
material adverse effect on our financial condition.


ITEM 2. CHANGES IN SECURITIES

Effective April 5, 2002, the Articles of  Incorporation  were amended by written
consent of a majority of the  Company's  common  shareholders  to  increase  the
number of authorized common shares to 80,000,000 shares.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We are required to make quarterly dividend payments to our Series B and Series C
preferred  shareholders.  We are in arrears on those payments and certain of the
Company's preferred  shareholders have declared default.  The total dividend per
year is $432,500 and $130,600  for Series B and C,  respectively.  Approximately
$1,200,000  and $425,000  cumulative  dividend  payments  are in  arrearage  for
Preferred Series B and C, respectively,  for a total of $1,625,000, through July
10, 2003.

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

None.

ITEM 5. OTHER INFORMATION

The Company's management and the Board of Directors are considering the issuance
of restricted common stock in satisfaction of certain trade payables and accrued
expenses.

In  conjunction  with its ongoing  efforts to reduce  current  liabilities,  the
Company will seek to issue restricted  common stock for certain accounts payable
and accrued expenses,  including salaries and other reimbursements.  This action
may, or may not, have a  significantly  adverse  impact on the Company's  equity
market  securities.  Restricted stock is defined as equity  securities for which
sale is  restricted  in terms of time  held,  and  number of shares  that can be
traded in the  market of the  security.  In the  Company's  opinion,  restricted
securities  constitute  securities  for which market  quotations are not readily
available  for  valuation  purposes;  hence,  the Company will obtain an updated
stock  valuation,  or use other sources to determine the most readily  available
fair value for the shares that may be issued.

                                       13

<PAGE>

On May 14, 2002, the Company  executed a $947,000  convertible  promissory  note
payable with a vendor,  extinguishing an outstanding trade accounts payable. The
vendor has continued to make product available to the Company on favorable terms
and,  as  additional  security  for  the  convertible  promissory  note  and  in
consideration of continued supply of product on favorable terms, the Company may
be required to execute a security agreement in favor of this vendor prior to the
current year-end, December 31, 2003.

At any time after  October 21, 2003,  Series C Preferred  Stockholders  have the
right to  convert,  in whole or in part,  these  preferred  shares  based on the
common stock price on the date preceding the conversion.  The lower the price of
our common  stock,  the more  shares of common  stock  which will be issued upon
conversion.  Any such conversion  could have a significantly  negative impact on
the Company's equity market securities.


The Company  restated the financial  statements for the three months ended March
31, 2002 and six months ended June 30, 2002.

During the period  ended March 31,  2002,  the Company  issued  common  stock as
employees'  bonuses, as compensation for consulting fees and as interest expense
for  financing  agreements.  These charges  resulted in  $1,241,135  reported as
operating  expenses  instead of $248,227 as corrected  at December 31, 2002.  In
addition,  the Company  issued  stock to  extinguish  certain  outstanding  debt
reported as a gain of $309,598  instead of  $396,952 as  corrected.  The Company
reassessed  these  transactions  and  revalued  the  stock as of the date of the
transactions. Accordingly, the Company recognized a net loss of $196,476 instead
of the previously reported net loss of $1,276,738 for the period ended March 31,
2002.

This restatement is summarized as follows:

<TABLE>
                                                                      As Originally                        As Restated
                                                                                                           -----------
                                                                        Reported                1 Qtr 2002                 YTD
                                                                     March 31, 2002           March 31, 2002           June 30,2002
                                                                     --------------           --------------           -------------

<S>                                                                  <C>                      <C>                      <C>
General and administrative expenses                                  $    644,105             $    193,105             $    284,473

Consulting and professional fees                                     $    681,363             $    147,455             $    180,216

Interest income (expense)                                            $   (114,735)            $   (106,735)            $   (204,089)

Gain from extinguishment of debt                                     $    309,598             $    396,952             $    396,952

Net loss                                                             $ (1,276,738)            $   (196,476)            $   (412,725)

Accumulated deficit                                                  $(10,089,874)            $ (9,009,613)            $ (9,225,861)

Loss per common share                                                $      (0.08)            $      (0.01)            $      (0.01)
</TABLE>

                                       14

<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

A.          Exhibits

27.1    Financial Data Schedule

31.0    Certification of  Principal  Executive  Officer  and Principal Financial
        Officer of Periodic Report Pursuant to Rule 13a-15(e) and Rule 15d-15(e)

32.1.   Certification of Periodic Reports by Chairman

32.2.   Certification of Periodic Reports by Controller


B.          Reports on Form 8-K

None.


                                       15

<PAGE>




SIGNATURES

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


                                            UNIVERSAL BEVERAGES HOLDINGS
                                            CORPORATION


                                            By /s/  Jonathon Moore
Date: August 14, 2003                       ------------------
                                            Jonathon Moore
                                            President and Chairman



                                            By /s/ G. William Gearheart
Date: August 14, 2003                       ---------------------------
                                            G. William Gearheart
                                            Controller





                                       16