UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                       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 September 30, 2000

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from _____ to _____

Commission file number: 0-13118

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)

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

                         7563 Philips Highway, Suite 110
                             Jacksonville, FL 33256

          (Address of principal executive offices, including zip code)

                                 (904) 296-7500

              (Registrant's telephone number, including area code)

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

                  YES [ ]           NO [X]


The number of issued and outstanding shares of the Registrant's Common Stock,
$0.001 par value, as of September 30, 2000 was 7,813,204.


<PAGE>
<TABLE>
<CAPTION>





                                     UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                          PART I - FINANCIAL INFORMATION

                                                                                                               PAGE
                                                                                                             --------
<S>                                                                                                              <C>
Item 1.  Financial Statements:

         Balance Sheets as of September 30, 2000 (Unaudited) and
         December 31, 1999 (Audited)..............................................................................3-4

         Statements of Operations for the Three Months and the Nine Months
         Ended September 30, 2000 and 1999 (Unaudited)............................................................5-6

         Statement of Changes in Stockholder's Equity for the Nine Months
         Ended September 30, 2000 (Unaudited).....................................................................7-9

         Statements of Cash Flows for the Nine Months Ended September 30,
         2000 and 1999 (Unaudited) ...............................................................................10-11


         Notes to Financial Statements............................................................................12-19

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations................................................................................20-26


                                            PART II - OTHER INFORMATION

Item 1. Legal Proceedings.........................................................................................27

Item 2. Changes in Securities.....................................................................................27

Item 3. Defaults Upon Senior Securities...........................................................................27

Item 4. Submission of Matters to a Vote of Security Holders.......................................................27

Item 5. Other Information.........................................................................................27

Item 6. Exhibits and Reports on Form 8-K..........................................................................27

Signatures........................................................................................................28


</TABLE>
                                       2
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
         SEPTEMBER 30, 2000 (Unaudited) AND DECEMBER 31, 1999 (Audited)



                                                      September 30, December 31,
                                                         2000           1999
                                                     -----------    -----------
Assets

Current Assets
   Cash                                              $   104,352    $   (37,885)
   Accounts receivable (net of allowance for
     uncollectibles of $15,178 and $ 0)                  657,526        169,097
   Inventory                                             497,956        358,159
   Advance receivable - McLean                            50,000
   Prepaid expenses                                      232,425         14,839
                                                     -----------    -----------
Total Current Assets                                   1,542,259        504,210

Property and equipment                                 7,197,393      1,849,825
   Less accumulated depreciation                        (383,032)      (250,938)
                                                     -----------    -----------
                                                       6,814,361      1,598,887


Intangible assets net of amortization of $ 157,456
   and $ 61,502                                          671,619        765,119


Other assets

   Deferred loan fees                                     49,469
Other assets                                              86,429
   Deposits                                               82,721          6,000
                                                     -----------    -----------
                                                         218,619          6,000
                                                     -----------    -----------


                                                     $ 9,246,859    $ 2,874,216
                                                     ===========    ===========

                       See notes to financial statements.

                                       3
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
         SEPTEMBER 30, 2000 (Unaudited) AND DECEMBER 31, 1999 (Audited)

<TABLE>
<CAPTION>



                                                                September 30,   December 31,
                                                                    2000           1999
                                                                -----------    -----------
<S>                                                             <C>            <C>
Liabilities and Stockholders' Equity

Current liabilities
   Accounts payable                                             $ 2,869,147    $   988,094
   Accrued expense                                                  114,922        145,949
   Accrued interest                                                  11,478        436,964
   Deferred compensation                                             30,500
   Current portion of notes payable                                 965,918      2,276,500
                                                                -----------    -----------
Total current liabilities                                         3,961,465      3,878,007

Long term note payable                                               27,874      1,306,000

Shareholders' equity

   Preferred stock, $0.01 par value, 20 million shares
     authorized, 687,100 and 8,500 shares issued and
     outstanding respectively, redeemable at company's option
     (liquidation preference $ 6,871,000 and $ 0)                     6,871             85
   Common stock, $0.001 par value 30 million shares
     authorized, 7,813,204 and 4,363,454 shares issued and
     outstanding respectively                                         7,813          4,363
   Additional paid in capital                                     9,530,744      1,052,557
   Retained deficit                                              (4,287,909)    (3,366,796)
                                                                -----------    -----------
                                                                  5,257,519     (2,309,791)
                                                                -----------    -----------

                                                                $ 9,246,859    $ 2,874,216
                                                                ===========    ===========
</TABLE>


                       See notes to financial statements.

                                       4
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                    SEPTEMBER 30, 2000 AND 1999 (Unaudited)
<TABLE>
<CAPTION>

                                                                               For the period ended September 30,
                                                                    Three months ended                     Nine months ended
                                                                  2000               1999               2000               1999
                                                               -----------        -----------        -----------        -----------
<S>                                                            <C>                <C>                <C>                <C>
Revenue

   Sales, net of discounts and returns                         $ 1,795,885        $ 1,096,246        $ 2,972,946        $ 2,200,363
   Cost of Goods Sold                                            1,477,060            735,763          2,447,130          1,705,604
                                                               -----------        -----------        -----------        -----------

Gross Profit                                                       318,825            360,483            525,816            494,759

Expenses
   General and administrative                                      298,434            117,422            570,145            347,670
   Sales expenses                                                  290,730             90,816            473,823            231,147
   Marketing expenses                                              118,206             20,173            229,244             54,109
   Consulting and Professional fees                                 98,934             14,775            528,097             39,016
   Rent                                                             30,873             64,629            172,439            195,283
   Bad debt                                                             --             15,178
   Depreciation and amortization                                    71,820             57,500            177,101            125,000
                                                               -----------        -----------        -----------        -----------
                                                                   908,997            365,315          2,166,027            992,225
Other income/(expenses)
   Interest expense                                                (26,304)          (123,412)          (186,732)          (383,023)
   Other income                                                      8,271            451,473
   Interest income                                                     166             11,549
   Litigation expenses                                                  --           (127,389)           (10,680)          (365,381)
                                                               -----------        -----------        -----------        -----------
                                                                   (17,867)          (250,801)           265,610           (748,404)
                                                               -----------        -----------        -----------        -----------

Loss from continuing operations                                $  (608,039)       $  (255,633)       $(1,374,601)       $(1,245,870)
</TABLE>




                       See notes to financial statements.

                                       5
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                    SEPTEMBER 30, 2000 AND 1999 (Unaudited)
<TABLE>
<CAPTION>

                                                                           For the period ended September 30,
                                                                     Three months ended              Nine months ended
                                                                    2000            1999            2000            1999
                                                                -----------     -----------    -------------     -----------
<S>                                                             <C>             <C>            <C>               <C>
Loss from continuing operations                                 $  (608,039)    $  (255,633)   $  (1,374,601)    $(1,245,870)

Extraordinary items
   Forgiveness of debt                                                   --                           43,204
   Extraordinary litigation                                              --                          215,669
   Gain on Debt restructure                                              --                          194,615
                                                                -----------     -----------    -------------     -----------
Net Loss                                                        $  (608,039)    $  (255,633)   $    (921,113)    $(1,245,870)
                                                                ===========     ===========    =============     ===========


Earnings (loss) per common share
Loss from continuing operations                                       (0.12)          (0.09)           (0.25)    $     (0.45)
Extraordinary items                                                      --              --             0.07              --
                                                                -----------     -----------    -------------     -----------
                                                                $     (0.12)    $     (0.09)   $       (0.18)    $     (0.45)
                                                                -----------     -----------    -------------     -----------

Earnings (loss) per common share assuming dilution
Loss from continuing operations                                       (0.11)                           (0.23)          (0.45)
Extraordinary items                                                      --                             0.06              --
                                                                -----------     -----------    -------------     -----------
                                                                $     (0.11)    $        --    $       (0.17)    $     (0.45)
                                                                -----------     -----------    -------------     -----------
</TABLE>





                       See notes to financial statements



                                       6
<PAGE>


                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (Unaudited)
<TABLE>
<CAPTION>

                                                        Common Stock      Preferred Stock    Paid in       Retained
                                                     Shares       Amount   Shares  Amount    Capital        Deficit         TOTAL
                                                   --------------------------------------------------------------------------------
<S>                                                 <C>          <C>        <C>     <C>    <C>           <C>            <C>
Balance December 31, 1998                           2,608,454    $  2,608   8,500   $ 85   $ 1,052,557   $ (1,184,452)  $  (129,202)

Issuance of shares of common stock for consulting
   services based on Board of Directors assessment
   of value of services rendered during the year,
   dated December 3, 1999 ($ 0.001 per share)          35,000          35                                                        35

Issuance of shares of common stock to  employees
   based on Board of Directors assessments for
   compensation,  in lieu of cash payment dated
   December 3, 1999 ($0.001 per share)                770,000         770                                                       770

Issuance of shares of common stock to Robert
   Dolan, based on Board of Directors assessment
   as part of loan agreement with Mr. Dolan
   December 3, 1999 ($ 0.001 per share)               200,000         200                                                       200

Issuance of common stock to shareholders based on
   Board of Directors dated December 3, 1999
   (Adjustment merger agreement with Universal
   Beverages, Inc. $ 0.001 per share)                 750,000         750                                                       750

Net loss December 31, 1999                                                                                 (2,182,344)   (2,182,344)
                                                   --------------------------------------------------------------------------------
Balance December 31, 1999 (Audited)                 4,363,454    $  4,363   8,500   $ 85   $ 1,052,557   $ (3,366,796)  $(2,309,791)

</TABLE>



                       See notes to financial statements

                                       7
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (Unaudited)
<TABLE>
<CAPTION>

                                                         Common Stock       Preferred Stock    Paid in       Retained
                                                       Shares     Amount    Shares   Amount    Capital        Deficit       TOTAL
                                                    --------------------------------------------------------------------------------
<S>                                                  <C>         <C>         <C>    <C>       <C>          <C>           <C>
                         sub-total                  4,363,454   $  4,363    8,500  $     85  $ 1,052,557  $ (3,366,796) $(2,309,791)

Issuance of shares of common stock for consulting
   services based on Board of Directors assessment
   of value of services rendered during the year,
   dated January 21, 2000                           1,621,000      1,621                         302,317                    303,938

Issuance of shares of common stock to Robert
   Dolan, based on Board of Directors assessment as
   part of loan agreement with Mr. Dolan on
   January 21, 2000                                   100,000        100                          18,650                     18,750

Conversion of Preferred stock to Common stock on
   January 31, 2000                                    46,750         47   (8,500)      (85)          38                         --

Issuance of common stock in connection with warrants
   exercised at $ 1.00 per share                      970,000        970                         969,030                    970,000

Issuance of Preferred stock - Series B in connection
with private placement through September 30, 2000                          432,500     4,325    4,075,175                  4,079,500

Issuance of common stock in connection with the
   Debt restructure, on March 31, 2000                712,000        712  254,600     2,546    3,112,977                  3,116,235
                                                    --------------------------------------------------------------------------------
                         sub-total                  7,813,204   $  7,813  687,100  $  6,871  $ 9,530,744  $ (3,366,796) $ 6,178,632
</TABLE>


                       See notes to financial statements

                                       8
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (Unaudited)
<TABLE>
<CAPTION>


                                                        Common Stock      Preferred Stock     Paid in        Retained
                                                      Shares     Amount   Shares    Amount    Capital        Deficit        TOTAL
                                                    -------------------------------------------------------------------------------
<S>                                                 <C>         <C>       <C>      <C>       <C>          <C>           <C>
                         sub-total                  7,813,204   $  7,813  687,100  $  6,871  $ 9,530,744  $ (3,366,796) $ 6,178,632

Net Loss for the nine months ended September 30, 2000                                                         (921,113)    (921,113)
                                                    -------------------------------------------------------------------------------

Balance September 30, 2000 (Unaudited)              7,813,204   $ 7,813   687,100  $  6,871  $ 9,530,744  $ (4,287,909) $ 5,257,519
                                                    ===============================================================================
</TABLE>


                       See notes to financial statements


                                       9

<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited)
<TABLE>
<CAPTION>

                                                                 For the nine months ended September 30,
                                                                         2000           1999
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
  Net loss                                                           $  (921,113)   $(1,245,870)

  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Depreciation and amortization                                      177,101        125,000
      Bad Debt                                                            15,178
      Gain on debt restructure                                          (194,615)
      Gain on Litigation debts                                          (215,669)
      (Increase) decrease in prepaid expenses                           (217,586)       (15,536)
      (Increase) decrease in inventories                                (139,797)      (154,793)
      (Increase) decrease in receivables                                (503,607)      (234,491)
      (Increase) decrease in other assets                               (213,151)       (16,873)
      Increase (decrease) in accounts payable and accrued expenses       518,320        790,809
                                                                     -----------    -----------
      Total adjustments                                                 (773,826)       494,116
                                                                     -----------    -----------
  Net cash used by operating activities                               (1,694,939)      (751,754)
                                                                     -----------    -----------

Cash flows from investing activities:
  Cash payments for the purchase of property                          (3,612,912)      (405,282)
                                                                     -----------    -----------
  Net cash used by investing activities                               (3,612,912)      (405,282)
                                                                     -----------    -----------

Cash flows from financing activities:
  Proceeds from loan                                                     700,000      1,204,784
  Payments on notes payable                                             (256,208)
  Forgiveness of debt                                                    (43,204)
  Proceeds from issuance of common and preferred stock                 5,049,500             --
                                                                                    -----------
  Net cash provided by financing activities                            5,450,088      1,204,784
                                                                     -----------    -----------

Net increase in cash and cash equivalents                                142,237         47,748

Cash and cash equivalents, beginning of period                           (37,885)        83,866
                                                                     -----------    -----------

Cash and cash equivalents, end of period                             $   104,352    $   131,614
                                                                     ===========    ===========
</TABLE>


                       See notes to financial statements

                                       10
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited)

                                         For the nine months ended September 30,
                                                      2000                1999
                                                     -------           -------
Supplemental disclosures of cash flow information:
  Cash paid during the period for:

    Interest expense                                 175,254           $     -
                                                     -------           -------


Shareholders' equity note:
Approximately 1,721,000 shares of the Company's common stock were awarded to
various service providers in lieu of cash consideration of $ 322,688.


                       See notes to financial statements

                                       11
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000


NOTE 1            UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                  The accompanying unaudited consolidated financial statements
                  have been prepared in accordance with generally accepted
                  accounting principles for interim financial information and
                  with the instructions to Form 10-Q and Rule 310(b) of
                  Regulation SB. Accordingly, they do not include all of the
                  information and footnote disclosures normally included in
                  complete consolidated financial statements prepared in
                  accordance with generally accepted accounting principles. For
                  further information, such as significant accounting policies
                  followed by the Company, refer to the notes to the Company's
                  audited consolidated financial statements.

                  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, revenue and expenses. Actual results may
                  differ from these estimates. Interim results are not
                  necessarily indicative of results for a full year.

NOTE 2            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Universal Beverages Holdings Corporation and its wholly owned
                  subsidiary, Universal Beverages, Inc., are in the business of
                  manufacturing and distributing the SYFO(R) brand of bottled
                  water as well as other beverage products under contract. The
                  Company was incorporated in the State of Florida on July 18,
                  1989 under the name International Bon Voyage, Inc. On March 6,
                  1998 the Company acquired 100% of Universal Beverages, Inc., a
                  Florida corporation, and changed its name to Universal
                  Beverages Holdings Corporation.

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


                                       12
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 2            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

                  Property and Equipment
                  ----------------------
                  Property and equipment are stated at cost. Depreciation of
                  depreciable assets is computed using the Modified Accelerated
                  Recovery System (MACRS) for federal and state tax purposes.
                  Major expenditures for property acquisitions and those
                  expenditures, which substantially increase the estimated
                  useful lives of the property, are capitalized. Expenditures
                  for maintenance, repairs, and minor replacements are charged
                  to expense as incurred.

                  Cash and Cash Equivalents
                  -------------------------
                  The Company considers all highly liquid debt instruments
                  purchased with an original maturity of three months or less to
                  be cash equivalents.

                  Inventories
                  -----------
                  Inventories consisting of raw materials, work in process,
                  pallets and furnished goods are valued at the lower of cost or
                  market. Cost is determined by the first-in, first-out method
                  (FIFO).

                  Revenue Recognition
                  -------------------
                  Revenues are recognized when the products are shipped. Revenue
                  is reduced for estimated customer returns and allowances.

                  Accounts Receivable
                  -------------------
                  Accounts receivable are stated at the face amount net of
                  allowance for doubtful accounts. Generally accepted accounting
                  principles require that the allowance method be used to
                  reflect bad debts. A provision for doubtful accounts has been
                  established to reflect an allowance for uncollectible amounts.

                  Income Taxes
                  ------------
                  The Financial Accounting Standards Board (FASB) issued
                  Statement of Financial Accounting Standards (SFAS) No. 109,
                  Accounting for Income Taxes, which requires companies to use
                  the asset and liability method of accounting for income taxes.

                  Concentration of Risk
                  ---------------------
                  Financial instruments that potentially subject the Company to
                  concentrations of credit risk consist primarily of balances at
                  financial institutions.


                                       13
<PAGE>
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 2            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

                  Concentration of Risk
                  ---------------------
                  The Company had deposits with four financial institutions
                  amounting to $104,352 and ($37,885) at September 30, 2000 and
                  December 31, 1999, respectively, which were insured for up to
                  $100,000 per financial institution by the U.S. Federal Deposit
                  Insurance Corporation. The Company believes that risks
                  relating to cash balances are minimized as a result of the
                  size and stature of the financial institutions in which the
                  Company maintains its account.

                  Advertising
                  -----------
                  Advertising costs are charged to operations when they first
                  take place. The Company had capitalized $188,573 on September
                  30, 2000, related to the final version of the infomercial that
                  has yet to be aired. Advertising expense totaled $138,230 for
                  the nine months ended September 30, 2000.

                  Amortization
                  ------------
                  Amortization of trademarks, brand names, copyrights and
                  goodwill is determined utilizing the straight-line method
                  based generally on the estimated useful lives of the
                  intangibles as follows:

                             Organization expense                       5 years
                             Trademark and brand name                  15 years

                  Accounting Pronouncements
                  -------------------------
                  In June 1997, the Financial Accounting Standards Board issued
                  Statement of Accounting Standards No. 131, Disclosures about
                  Segments of an Enterprise and Related Information (SFAS No.
                  131), which established presentation of financial data based
                  on the "management approach". SFAS No. 131 is applicable for
                  years beginning after December 15, 1997. For the current
                  fiscal year we are not going to present segment reporting
                  because it is immaterial.

                  Basic Loss per Share and Diluted Loss per Share
                  -----------------------------------------------
                  In February 1997, the Financial Accounting Standards Board
                  issued Statement of Financial Accounting Standards No. 128,
                  Earnings Per Share (SFAS No. 128), which specifies the
                  computation, presentation and disclosure requirements for
                  earnings per share. SFAS No. 128 supercedes Accounting
                  Principle Board Opinion No. 15 entitled Earnings Per Share.
                  Basic earnings per share are computed by dividing income
                  available to common stockholders (the numerator) by the
                  weighted-average number of common shares (the denominator) for
                  the period. The computation of diluted earnings per share is
                  similar to basic earnings per share, except that the
                  denominator is increased to include the number of additional
                  common shares that would have been outstanding if the
                  potentially dilutive common shares had been issued.


                                       14
<PAGE>
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 2            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

                  Basic Loss per Share and Diluted Loss per Share
                  -----------------------------------------------
                  The numerator in calculating basic earnings per share is
                  reported net loss. The denominator is based on the following
                  weighted-average number of common shares:

                                    Basic                         6,906,012
                                    Dilutive                      7,267.070

                  The 5,191,996 shares of common stock reserved for the exercise
                  of warrants are not included in the diluted earnings per share
                  because the exercise price is above the average market price
                  per share.

                  Principles of Consolidation
                  ---------------------------
                  The consolidated financial statements of the Company include
                  those accounts of Universal Beverages, Inc. All significant
                  intercompany transactions and balances have been eliminated in
                  the consolidation.

NOTE 3            PROPERTY AND EQUIPMENT

                  Property and equipment at September 30, 2000 and December 31,
                  1999 consisted of the following:

                                                  September 30,     December 31,
                                                      2000            1999
                                                  -----------      -----------

                  Land and building               $ 2,476,867      $         0
                  Plant equipment                   4,448,243        1,233,003
                  Plant improvements                  169,803          595,870
                  Office machines and equipment       102,480           20,952
                                                  -----------      -----------
                                                    7,197,393        1,849,825
                  Less accumulated depreciation      (383,032)        (250,938)
                                                  -----------      -----------

                                                  $ 6,814,361      $ 1,598,887
                                                  ===========      ===========

                  Depreciation expense for the nine months ended September 30,
                  2000 and year ended December 31, 1999 was $57,000 and
                  $212,500, respectively.

NOTE 4            CAPITAL STOCK TRANSACTIONS

                  The Articles of Incorporation provide for the authorization of
                  30,000,000 shares of common stock at $0.001 par value; and
                  20,000,000 shares of preferred stock at $0.01.


                                       15
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 4            CAPITAL STOCK TRANSACTIONS (continued)

                  Common Stock
                  ------------
                  On January 21, 2000, the Company issued 1,621,000 shares of
                  common stock in lieu of cash consideration to various service
                  providers, at $0.1875 per share.

                  On January 21, 2000, the Company issued 100,000 shares of
                  common stock as part of a loan agreement with Mr. Dolan, at
                  $0.1875 per share.

                  On January 31, 2000, the Company converted the 8,500 shares of
                  Preferred Stock - Series A to 46,750 shares of common stock.

                  On March 31, 2000, in a Debt Restructure agreement (see Note
                  7), the Company issued 712,000 shares of common stock in
                  exchange for $749,975 notes payable as follows:

                           With Bridge Bank, 700,000 shares of common stock in
                           exchange for $720,500 notes payable.

                           With Alan Moore, 12,000 shares of common stock in
                           exchange for $29,475 notes payable.

                  During the period between January 1 and September 30, 2000,
                  970,000 warrants were exercised at $1.00 per share for 970,000
                  shares of common stock.

                  Preferred Stock
                  ---------------
                  On March 31, 2000, in a Debt Restructure agreement (see Note
                  7), the Company issued 254,600 shares of Preferred Stock
                  (Series C, D, E and F) in exchange for $2,610,875 notes
                  payable.

                  At September 30, 2000, a total of 432,500 shares of Preferred
                  Stock were issued in exchange for $4,079,500 in cash, net of
                  $270,500 offering expense.

                  Warrants
                  --------
                  At September 30, 2000, warrants were as follows:

                           Warrants  - 12/31/99                     1,250,000
                           Warrants issued 01/01/00 - 09/30/00      5,593,994
                           Exercised - 09/30/00                      (970,000)
                                                                    ---------

                            Total Warrants                          5,873,994
                                                                    =========

                  The remaining warrants will expire on various dates through
                  August 2003.


                                       16
<PAGE>
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 5            INCOME TAXES

                  The Company has a federal net operating loss carryforward for
                  the year ended December 31, 1999 of $3,366,796 through various
                  years to 2019.

NOTE 6            NOTES PAYABLE

                  The Company has outstanding notes payable at September 30,
                  2000 and December 31, 1999 as follows:
<TABLE>
<CAPTION>

                                                                             September 30,      December 31,
                                                                                2000               1999
                                                                          ------------     -----------------
<S>                       <C>                                               <C>                <C>
                  Note  payable  to Bridge  Bank with an  interest
                  rate of 15% per year, unsecured, due on demand.           $         0        $   541,500

                  Note   payable  to   American   Access  with  an
                  interest  rate of 15% per year;  unsecured,  due
                  on demand.                                                          0            500,000

                  Note  payable to FNB Bank with an interest  rate
                  of 10.5% per year; secured, due 01/02/01.                  $  600,000        $         0

                  Note payable to Rial/Moe with an interest rate
                  of 8% per annum payable in 36 monthly payments;
                  secured by production equipment; due 3/31/00.                  43,792            500,000

                  Note  payable to various  shareholders  at a 15%
                  interest rate per year;  due on demand;  secured
                  by all assets of Company.                                           0            185,000

                  Note  payable to  Altamonte  Capital  with a 15%
                  interest rate; due on demand; secured.                              0            300,000

                  Note payable to Telcoa with a 15% interest  rate
                  per year; due on 8/31/00.                                     250,000            250,000

</TABLE>

                                       17
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 6            NOTES PAYABLE - continued
<TABLE>
<CAPTION>
                                                                            September 30,      December 31,
                                                                                2000               1999
                                                                            -----------         ----------
<S>                                                                             <C>                      <C>
                  Note payable to Telcoa with a 10% interest  rate
                  per year;  due on 7/11/00,  renewable  up to two
                  more times.                                                   100,000                  0

                  14% note payable to an investment company; secured
                  by a blanket lien on assets; payable interest only
                  through 11/4/03, and 36 equal payments of principal
                  plus interest beginning 11/5/03. The note also
                  includes a prepayment penalty clause.                               0          1,306,000
                                                                            -----------         ----------
                                                                                993,792          3,582,500

                  Less current portion                                         (965,918         (2,276,500)
                                                                            -----------         ----------

                                                                            $    27,874         $1,306,000
                                                                            ===========         ==========
</TABLE>
                  The amount of interest accrued but unpaid as of September 30,
                  2000 was $11,478. The total interest expense related to this
                  loan was $176,166 at September 30, 2000.

NOTE 7            DEBT RESTRUCTURE

                  On March 31, 2000, the Company renegotiated a total of
                  $3,610,850 in notes payable from various creditors in a Debt
                  Restructure agreement as follows:

                  Note payable of $720,500 to Bridge Bank in exchange for
                  700,000 shares of common stock. On the date of the exchange,
                  the fair market value of the common stock was approximately
                  $0.78 per share. The Company recognizes an extraordinary gain
                  of $174,500 on the restructuring.

                  Note payable of $29,475 to Alan Moore in exchange for 12,000
                  shares of common stock. On the date of the exchange, the fair
                  market value of the common stock was approximately $0.78 per
                  share. The Company recognizes an extraordinary gain of $20,115
                  on the restructuring.


                                       18
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 7            DEBT RESTRUCTURE (continued)

                  Note payable of $1,306,000 to Capital International SBIC, LP
                  in exchange for 130,600 shares of preferred stock, series C.
                  There was no market price available for the preferred stock on
                  the date of the exchange.

                  Note payable of $622,860 to Eva and Lasse Moe, and Roberto and
                  Barbara Rial. The term of restructure included a new note
                  payable in the amount of $50,000, payable over a three-year
                  period, a $250,000 payment in cash, and a transfer of an
                  equity interest consisting of 31,500 shares of preferred stock
                  - series D. There was no market price available for the
                  preferred stock on the date of the exchange.

                  Note payable of $593,750 to McLean Ventures in exchange for
                  57,500 shares of preferred stock, series E. There was no
                  market price available for the preferred stock on the date of
                  the exchange.

                  Note payable of $338,265 to Altamonte Capital in exchange for
                  35,000 shares of preferred stock, series F. There was no
                  market price available for the preferred stock on the date of
                  the exchange.

NOTE 8            CONTINGENCIES

                  During the third quarter, a contractor, who installed the
                  plant's production line and performed preliminary work for the
                  second line, filed a lien against the Leesburg real property
                  for $ 394,000. They are also threatening a lawsuit. However,
                  the ultimate outcome is unknown at this time. In the opinion
                  of management, the outcome will have no adverse effect on the
                  financial statements.

NOTE 9            SUBSEQUENT EVENTS

                  During October and November 2000, the company offered to the
                  series B preferred stockholders, stock dividends in lieu of
                  dividends in arrears. The total amount of dividends in arrears
                  on the series B preferred stock at September 30, 2000 was
                  $158,750.

                  On October 4, 2000 the company obtained a loan in the amount
                  of $ 150,000 from Alan Moore to be used in the purchase of a
                  multipacker machine. The total expenses in connection with the
                  loan were $ 35,000 to be paid in four equal installments
                  beginning October 2000. The loan is guaranteed by a junior
                  security interest in cash, accounts receivables and equipment.


                                       19
<PAGE>

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 10Q-SB. 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

         Revenue for the three months ended September 30, 2000 substantially
increased to a record of $1,795,885 in contrast to $1,096,246 for the same
period of 1999. This revenue includes approximately $1,097,000 from the sale of
spring water to Sam's Club, for which shipments began in September 2000. Our net
sales of Syfo(R) increased during the third quarter by approximately $150,000 as
a result of our increased marketing. However, our results for the third quarter
of 2000 do not include any revenue from the sale of water to the United States
to meet hurricane emergencies. We generated approximately $550,000 from this
source in the third quarter of 1999.

         Our cost of goods sold did not increase proportionately resulting in an
increase in our cost of goods sold to approximately 82% for the three months
ended September 30, 2000 in contrast to approximately 67% for the same period in
1999. Management does not believe that this increase in costs of goods sold
actually reflects what is occurring and attributes this number to the fact that
for the month of September it installed a new


                                       20
<PAGE>


computer system while the first two months of the quarter were recorded on the
old computer system. Management believes that the variance that occurred may
very well be cancelled during the year end at the annual audit. However, there
can be no assurances that management's belief is correct. In any event, as a
result of the low gross profit margin, our gross profit for the quarter ended
September 30, 2000 was $ 318,533 in contrast to $360,483 for the same quarter in
1999.

         Our general and administrative expenses substantially increased for the
three months ended September 30, 2000 resulting in an increase of approximately
154%. This substantial increase is primarily attributable to our write-off of
costs incurred in an acquisition we did not complete, increased public company
costs and our increase in staff to support our increase in business. Our sales
expense increase of approximately $130,000 is primarily due to freight costs
incurred in shipments to Sam's Club. Marketing expenses increased by
approximately $80,000. About one-half of this increase is attributable to our
exclusive agreement to distribute water in AllTel Stadium in Jacksonville,
Florida and our marketing of the Jacksonville Jaguars NFL team. The other
marketing increase is from our increase in marketing our Syfo(R) brand. The
increase in consulting and professional fees is from an increase in routine
litigation as the result of our tight cash flow, and increased accounting costs
resulting from our new Securities and Exchange Commission reporting obligations
and an increase in investor relations expenses.

         As the result of our March 31, 2000 debt restructuring, our interest
expense for the three months ended September 30, 2000 was $29,698 in contrast to
$123,412 for the same quarter in 1999. The other significant item for the


                                       21

<PAGE>


quarter was that we had no extraordinary litigation expenses which accrued for
the last quarter in contrast to $127,389 for the quarter ended September 30,
1999. These factors resulted in our sustaining a loss of $608,039 for the
quarter ended September 30, 2000 in contrast to $255,633 for the same quarter in
1999.

         For the nine months ended September 30, 2000 our revenue was a record
of $2,972,946 in contrast to $2,200,363 for the nine months ended September 30,
1999. The reasons for the increase are the same as the reasons for the increase
of the third quarter of 2000. Because of the substantial increase in cost of
goods sold, and for the same reasons expressed above, our gross profit margins
for the nine months ended September 30, 2000 were approximately 18% in contrast
to approximately 22% for the same period in 1999. Our general administrative
expense for the nine months ended September 30, 2000 were $2,116,235 in contrast
to $992,225 for the same period of 1999. This increase and increases in sales,
marketing and consulting and professional expenses were for the same reasons as
expressed above although consulting and professional fees totaled $548,597 for
the nine months ended September 30, 2000 in contrast only $39,016 for the same
period of 1999. Additionally, we incurred significant non-cash charges during
the first six months of this year as the result of stock issuances recorded as a
consulting expense.

         Our interest expense for the nine months ended September 30, 2000 was
$190,126 in contrast to $383,023 for the same period 1999. Much of the interest
occurred in the first quarter prior to the March 31, 2000 restructuring. We also
incurred other income of $451,473 for the nine months ended September 30, 2000

                                       22

<PAGE>

primarily resulting from gains recognized in connection with the restructuring.
The other significant item during the nine months ended September 30, 2000 was
that extraordinary litigation expenses were only $10,680 in contrast to $365,381
for the nine months ended September 30, 1999. Most of these litigation expenses
are attributable to significant litigation, which we settled in 1999.

         Our loss from continuing operations from the nine months ended
September 30, 2000 was $1,398,495 in contrast to $1,245,870 for the same period
in 1999.

Liquidity and Capital Resources

         As of September 30, 2000, our current liabilities, including the
current portion of long-term debt, exceeded our current assets by $2,436,675. We
have a substantial amount of debt due in the next several months. Because we do
not anticipate receiving proceeds from the exercise of warrants by that date, we
are currently seeking alternate sources of financing and to restructure or
extend our indebtedness. Between our indebtedness, which is coming due in the
next several months, and dividends owed to preferred to shareholders due in
January 2001, we estimate that we need over $1,500,000 including interest by
early January 2001. This includes $600,000 owed to First National Bank of Blue
Island which holds a first lien on all of our assets including our manufacturing
facility and equipment as well as our accounts receivable and cash. This amount
also includes $350,000 plus interest owed to Telcoa International Corporation,

                                       23

<PAGE>


and $150,000 owed to Clifford Alan Moore, who holds a junior security interest
in our cash, accounts receivable and equipment. We also owe Mr. Moore a $35,000
transaction fee which is to be paid in four equal monthly installments beginning
October 4, 2000. Further, we have recently learned that one of our creditors,
Eva and Lasse Moe and Roberto and Barbara Rial, has elected to accelerate the
repayment on its $50,000 note, with an unpaid balance of $43,792 at September
30, 2000, due to our alleged failure to make monthly payments as agreed. We are
currently endeavoring to find short-term financing or reach accommodations with
creditors in order to extend our indebtedness.

         Our short-term liquidity needs include approximately $165,000 owed in
dividends to our preferred shareholders. Under the terms of all of our
outstanding classes of preferred stock, if we fail to make three consecutive
dividend payments, holders of each outstanding series may declare a dividend
default in which event each share of the series of preferred stock shall have 10
votes per share in connection with the election of directors. We have failed to
make the initial two dividend payments and the third payments are due January
10, 2001. We recently offered our Series B holders the opportunity to receive
shares of our common stock at $1.00 per share in lieu of past-due dividends for
two quarters. This offer has been well received.

         We are currently seeking to borrow $157,000, which we intend to use to
complete the installation of our own bottling facility. If we are able to make
arrangements for this loan, we will likely issue warrants or other equity
securities in connection with the financing, as well as execute a promissory
note.

                                       24

<PAGE>

         In connection with our arrangements for this loan, one of our preferred
shareholders affiliated with the potential lender agreed to convert its
preferred stock into 383,333 shares of our common stock at an effective price of
$1.40 per share including other consideration. This conversion price was above
fair market value; the preferred shareholder actually could have converted at
20% discount to market. We believe this favorable transaction coupled with the
related loan negotiation reflects the confidence in our business plan.

         Additionally, we need approximately $600,000 to purchase additional
laboratory equipment for our quality control efforts. Our future results of
operations will be directly affected by our ability to acquire this additional
equipment, particularly the completion of our bottle making facility. We
estimate, that based upon our existing business, operating our own bottle making
facility will save us approximately $2,100,000 in 2001.

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 adjustments in costs of goods sold expected to occur in or following
the fourth quarters, our ability to solve our working capital needs and
liquidity, results of the offer to our Series B preferred shareholders and
estimated savings from operating our own bottling facility. In addition to these

                                       25

<PAGE>

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: our ability to harmonize our old accounting system with
our new accounting system, 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 obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.

                                       26



<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 would have a material adverse effect on
our financial condition. Additionally, a contractor which installed our plant's
production line and performed preliminary work for our proposed second line,
recently filed a lien against our Leesburg real property for $394,000. It also
is threatening suit.

         Further, we recently were given notice of default by the holders of a
note for which we currently owe approximately $44,000. The default arose because
we inadvertently failed to pay the November 1st installment of $1,389 plus
interest. We are attempting to persuade the note holders to withdraw their
notice of default. If they fail to do so and initiate litigation, we will defend
the suit since we believe the holders have acted in a commercially unreasonable
manner.


         ITEM 2.           CHANGES IN SECURITIES

                           None.

         ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

         We are required to make quarterly dividend payments to our Series B,
Series C, Series D, Series E and Series F preferred shareholders in the amount
of $167,500 and our annual dividend payments to these preferred shareholders
equals $668,600. The scheduled dividend payment dates are January 10, April 10,
July 10 and October 10. We failed to make our first and second scheduled
dividend payment on July 10 and October 10, 2000. If we fail to make three
dividend payments, the preferred shareholders can send us a notice stating that
we are in default under the terms of the preferred stock. If we are in default,
each share of preferred stock will have 10 votes per share toward the election
of directors of the Company. Accordingly, if we are in default under the terms
of the preferred stock, the preferred shareholders will probably be in a
position to control our board of directors. In October and November of 2000, we
offered shares of our common stock, as provided in our articles of
incorporation, in lieu of past due dividends. To date, more than half of the
Series B preferred shareholders have accepted this offer.

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

                           None.

         ITEM 5.           OTHER INFORMATION

                           None.

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


         A.       Exhibits

                  27.1 Financial Data Schedule

         B.       Reports on Form 8-K

                  On October 24, 2000, we filed a form 8-K to comply with
                  Regulation FD.

                                       27

<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.

         Date: November 22, 2000        UNIVERSAL BEVERAGES HOLDINGS
                                        CORPORATION

                                        By /s/   Jonathon Moore
                                        ---------------------------
                                        Jonathon Moore
                                        Chief Executive Officer and Chairman

                                        By /s/ Jay D. Marsh
                                        ---------------------------
                                        Jay D. Marsh
                                        Treasurer



                                       28