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 September 30, 2002


                         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
                           (Issuers telephone number)


The number of issued and outstanding shares of the issuer's common stock, $0.001
par value, as of November 1, 2002 was 42,753,571.

<PAGE>
<TABLE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION

                       PART I - FINANCIAL INFORMATION                                                          PAGE

Item 1.  Financial Statements:

<S>                                                                                                             <C>
         Consolidated Balance Sheet - (Unaudited)..................................................             3

         Consolidated Statements of Operations - (Unaudited).......................................             5

         Consolidated Statements of Changes in Stockholders' Equity  - (Unaudited) ................             7

         Consolidated Statements of Cash Flows - (Unaudited).......................................             8

         Notes to Consolidated Financial Statements................................................            10

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations................................................................            18


                         PART II - OTHER INFORMATION                                                           PAGE

Item 1. Legal Proceedings..........................................................................            21

Item 2. Changes in Securities......................................................................            21

Item 3. Defaults Upon Senior Securities............................................................            21

Item 4. Submission of Matters to a Vote of Security Holders........................................            21

Item 5. Other Information..........................................................................            21

Item 6. Exhibits and Reports on Form 8-K...........................................................            21

Signatures.........................................................................................            22
</TABLE>


                                       2
<PAGE>



                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2002



                                     Assets


Current assets

   Cash                                                  $   11,934

   Accounts receivable, net                                  61,523

   Inventory                                                206,115

   Prepaid expenses                                          20,294
                                                         ----------
Total current assets                                        299,866



Property, plant and equipment, net                        4,978,080


Intangible asset, net                                       540,742


Other assets

   Other receivables                                          5,000

   Other assets                                             161,415
                                                         ----------
                                                            166,415
                                                         ----------


                                                         $5,985,103
                                                         ==========


                                       3
<PAGE>


                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2002

                      Liabilities and Stockholders' Deficit

Current liabilities

   Accounts payable                                               $  2,210,596

   Accrued expense                                                     809,689

   Accrued interest                                                    160,158

   Factoring liability                                                  45,772

   Advances from factor                                                 62,632

   Current portion of line of credit - related party                    73,000

   Current portion of line of credit - other                            50,000

   Current portion of note payable - related party                       7,000

   Current portion of notes payable - other                            268,782
                                                                  ------------
Total current liabilities
                                                                     3,687,629


Capitalized lease obligations                                          171,606

Convertible note payable                                               947,000

Financing obligation                                                 1,368,000

Deferred gain
                                                                        50,010
                                                                  ------------

                                                                     2,536,616


Stockholders' deficit                                                6,224,246
   Preferred stock, $0.001 par value, 20 million shares
     authorized, 563,100 shares issued and outstanding,
     redeemable at company's option

     (liquidation preference $ 6,761,000 )                               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                                       16,627,642

   Accumulated deficit                                             (16,915,169)
                                                                  ------------
                                                                      (239,141)
                                                                  ------------

                                                                  $  5,985,103
                                                                  ============

                                       4
<PAGE>


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


<TABLE>
                                                                     Three months ended                    Nine months ended
                                                                        September 30,                         September 30,
                                                                  2002               2001               2002                2001
                                                               -----------        -----------        -----------        ------------
Revenue

<S>                                                            <C>                <C>                <C>                <C>
   Sales, net of discounts and returns                         $   447,307        $   466,386        $ 1,116,363        $ 4,424,111

   Cost of goods sold                                              321,017            398,800            863,443          3,739,779
                                                               -----------        -----------        -----------        -----------


Gross profit                                                       126,290             67,586            252,920            684,332
                                                               -----------        -----------        -----------        -----------

Expenses

   General and administrative                                       93,249            159,239            854,224            622,627

   Sales expenses                                                   39,549             64,527             94,957            604,987

   Marketing expenses                                                2,052                  -             12,217             39,436

   Consulting and professional fees                                 49,612             43,681            763,736            328,087

   Rent                                                              8,667              1,840             22,484             27,275

   Bad debt                                                              -                  -                  -             25,000

   Depreciation and amortization                                   140,850            144,648            421,582            435,919
                                                               -----------        -----------        -----------        -----------

                                                                   333,979            413,935          2,169,200          2,083,331
                                                               -----------        -----------        -----------        -----------
Loss from operations                                              (207,689)        (1,916,280)        (1,398,999)
                                                                                                                           (346,349)

Other income/(expenses)

   Interest expense                                               (113,838)           (50,619)          (325,926)          (170,906)

   Other income                                                          -                312                  -                569

   Interest income                                                       -                  -                  -                 40

   Other expenses                                                     (117)          (149,412)              (117)          (193,226)

   Litigation expenses                                                   -           (187,263)                 -           (187,263)

   Litigation settlements                                           95,276                  -            213,370                 (0)
                                                               -----------        -----------        -----------        -----------

                                                                   (18,679)          (386,982)          (112,673)          (550,787)
                                                               -----------        -----------        -----------        -----------

Loss from continuing operations                                $  (226,368)       $  (733,331)       $(2,028,953)       $(1,949,787)
</TABLE>



                                       5
<PAGE>



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


<TABLE>
                                                             Three months ended               Nine months ended
                                                                 September 30,                  September 30,
                                                           2002             2001           2002             2001
                                                        -----------     -----------     -----------     -----------



<S>                                                     <C>             <C>             <C>             <C>
Loss from continuing operations                         $  (226,368)    $  (733,331)    $(2,028,953)    $(1,949,787)

Discontinued operations

   Loss from discontinued operations, net                         -         (77,156)              -        (133,516)

   Loss on disposition, net                                                       -                         (18,074)
                                                        -----------     -----------     -----------     -----------

                                                                  -         (77,156)              -        (151,590)
                                                        -----------     -----------     -----------     -----------

Extraordinary items

   Gain on debt restructure                                       -               -         309,598               -
                                                        -----------     -----------     -----------     -----------

                                                                  -               -         309,598               -
                                                        -----------     -----------     -----------     -----------

Net loss                                                $  (226,368)    $  (810,487)    $(1,719,355)    $(2,101,376)
                                                        ===========     ===========     ===========     ===========

Earnings (loss) per common share
   Loss before extraordinary items                      $     (0.01)    $     (0.07)    $     (0.06)    $     (0.20)

   Discontinued operations                                        -           (0.01)              -           (0.02)

   Extraordinary items                                            -               -            0.01               -
                                                        -----------     -----------     -----------     -----------
                                                       $      (0.01)    $     (0.08)    $     (0.05)    $     (0.21)
                                                        -----------     -----------     -----------     -----------
</TABLE>



                                       6
<PAGE>



                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
                      NINE MONTHS ENDED SEPTEMBER 30, 2002

<TABLE>
                                                                                        Additional
                                                 Common Stock      Preferred Stock       Paid in        Accumulated
                                              Shares     Amount   Shares     Amount      Capital          Deficit          TOTAL
                                            ---------   -------  --------- ----------   -----------     -----------     -----------
<S>                                         <C>         <C>      <C>       <C>          <C>              <C>            <C>
Balance December 31, 2000                   9,918,683   $ 9,919  589,600   $  5,896     $15,101,795      (11,808,082)   $ 3,309,528

Issuance of shares of common stock
  for consulting services
  rendered in connection with private
placement                                      75,000        75                              37,425                          37,500
Issuance of shares of common stock in
exchange for legal services  rendered          10,500        11                              28,866                          28,877
Issuance of common stock in connection
with

  convertible preferred stock               3,124,501     3,125   (26,500)     (265)        (2,860)                               -

Issuance of shares as legal settlement        100,000       100                               1,600                           1,700
Additional consideration for loan
agreement in

  exchange of warrants                                                                      140,040                         140,040

Net loss December 31, 2001                                                                                (3,387,732)    (3,387,732)
                                           ----------    ------   -------   -------     -----------     ------------    -----------
Balance December 31, 2001
                                           13,228,684    13,230   563,100     5,631      15,306,866      (15,195,814)       129,913

Issuance of common stock in connection
with the Debt restructure                   2,183,325     2,183                             106,983                         109,166
                                           ----------   -------   -------   -------     ----------      ------------    -----------
sub-total                                  15,412,009   $15,413   563,100   $ 5,631     $15,413,849     $ 15,195,814)   $   239,079

Additional shares of common stock
   issued in connection

  with convertible preferred stock          2,518,867     2,519                              (2,519)                              -
Issuance of shares of common stock as
consideration for a loan agreement            200,000       200                               9,800                          10,000
Issuance of shares of common stock in
consideration for reorganization services   1,150,000     1,150                              56,350                          57,500
Issuance of shares of common stock in
consideration for exchange of shares        2,000,000     2,000                              98,000                         100,000
Issuance of shares of common stock to
employees as bonus                         11,275,000    11,275                             552,475                         563,750
Issuance of shares of common stock in
consideration for finder fees               2,000,000     2,000                              98,000                         100,000
Issuance of shares of common stock in
consideration for forbearance loan
agreement                                   8,197,695     8,198                             401,687                         409,885

Net loss September 30, 2002                                                                               (1,719,355)    (1,719,355)
                                           ----------   -------   -------   -------     -----------     ------------    -----------


                                           42,753,571   $42,755   563,100   $ 5,631     $16,627,642     $(16,915,169)   $  (239,141)
                                           ==========   =======   =======   =======     ===========     ============    ===========
</TABLE>



                                       7
<PAGE>

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


<TABLE>
                                                                                                  Nine months ended September 30,
                                                                                                    2002                    2001
                                                                                                 -----------            -----------
Cash flows from operating activities:

<S>                                                                                              <C>                    <C>
  Net loss                                                                                       $(1,719,355)           $(2,101,376)
                                                                                                 -----------            -----------

  Adjustments to reconcile net loss to net
    cash provided by operating activities:

    Depreciation and amortization                                                                    421,582                435,919
    Compensation in exchange for stock, options

         and warrants                                                                              1,241,135                 52,475

     Bad Debt                                                                                              -                 25,000

     Litigation settlements                                                                         (213,191)                     -

     (Gain) loss on debt restructure                                                                (309,598)                     -

      Loss on disposition                                                                                  -                 66,300

      (Increase) decrease in accounts receivable                                                      31,524                238,161

      (Increase) decrease in inventory                                                                45,563                210,475

      (Increase) decrease in prepaid expenses                                                         (1,142)                  (436)

      (Increase) decrease in other assets                                                             77,445                546,972

      Increase (decrease) in accounts payable and accrued expenses                                   207,040                613,878
                                                                                                 -----------            -----------

      Total adjustments                                                                            1,500,357              2,188,744
                                                                                                 -----------            -----------

Net cash provided by (used in) operating activities                                                 (218,998)                87,368
                                                                                                 -----------            -----------

Cash flows from investing activities:

   Cash payments for the purchase of property                                                         (2,675)               (10,878)
                                                                                                 -----------            -----------

Net cash used in investing activities                                                                 (2,675)               (10,878)
                                                                                                 -----------            -----------

Cash flows from financing activities:

   Proceeds from loans                                                                               137,000                 35,000

   Bank overdraft                                                                                          -                 31,446

   Proceeds from factor                                                                              101,538                      -

   Principal payments on notes payable                                                               (17,000)               (58,298)

   Principal payment on capital leases                                                                     -                 (7,133)

                                                                                                 -----------            -----------
Net cash provided by financing activities                                                            221,538                  1,015
                                                                                                 -----------            -----------


Net increase (decrease) in cash and cash equivalents                                                    (135)                77,505


Cash and cash equivalents, beginning of period                                                        12,069                (75,802)
                                                                                                 -----------            -----------

Cash and cash equivalents, end of period                                                         $    11,934            $     1,703
                                                                                                 ===========            ===========
</TABLE>



                                       8
<PAGE>


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

<TABLE>
                                                               Nine months ended September 30,
                                                                 2002                   2001
                                                               -------                -------
Supplemental disclosures of cash flow information:
Cash paid during the period for:

<S>                                                            <C>                    <C>
    Interest expense                                           $29,834                $63,608
                                                               -------                -------
</TABLE>

Stockholders' equity note:

On March 25, 2002, in a Debt Restructure  agreement,  the Company authorized the
issuance of 2,183,325  shares of common stock in exchange for notes payable from
one creditor totaling $350,000 plus interest of $68,764.  The Company recognized
an extraordinary gain of $309,598 on the restructuring.

On March 25, 2002,  the Company  authorized  the  issuance of 200,000  shares of
common stock in consideration for a line of credit with a third party. The value
of $0.05 per share was the trading price on the date of the grant.  Accordingly,
interest expense of $10,000 was charged to operations.

On March 25, 2002, the Company  authorized  the issuance of 1,150,000  shares of
common  stock  to  a  third  party  in   consideration   for   compensation  for
reorganization  services.  The value of $0.05 per share was the trading price on
the date of the grant. Accordingly, consulting expense of $57,500 was charged to
operations.

On March 25, 2002, the Company  authorized  the issuance of 2,000,000  shares of
common stock to a third party in  consideration  for  consulting  services.  The
value  of $0.05  per  share  was the  trading  price  on the date of the  grant.
Accordingly,  consulting expense of $75,000 and interest expense of $25,000 were
charged to operations.

On March 25, 2002, the Company  authorized the issuance of 11,275,000  shares of
common  stock as a bonus to  employees.  The  value of $0.05  per  share was the
trading price on the date of the grant. Accordingly, payroll expense of $563,750
was charged to operations.

On March 25, 2002, the Company  authorized  the issuance of 2,000,000  shares of
common stock to a third party in  consideration  for finder  fees.  The value of
$0.05 per share was the  trading  price on the date of the  grant.  Accordingly,
consulting expense of $100,000 was charged to operations.

On March 25, 2002, the Company  authorized  the issuance of 8,197,695  shares of
common stock to a third party in consideration for foreclosure forbearance.  The
value  of $0.05  per  share  was the  trading  price  on the date of the  grant.
Accordingly, consulting expense of $409,885 was charged to operations.



                                       9
<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 2002




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, 2001.

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,
2001, 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.  Interim results are not necessarily indicative
of results for a full year. The results of operations for the nine-month  period
ended September 30, 2002 are not necessarily  indicative of operating results to
be expected for a full year.

The  Financial  Accounting  Standards  Board has  recently  issued  several  new
accounting  pronouncements,  which may apply to the Company. Statement No.133 as
amended by Statement No. 137 and 138, Accounting for Derivative  Instruments and
Hedging Activities established accounting and reporting standards for derivative
instruments  and related  contracts and hedging  activities.  This  statement is
effective  for all fiscal  quarters  and fiscal years  beginning  after June 15,
2000. The adoption of this  pronouncement  did not have a material effect on the
Company's financial position, results of operations or liquidity.  Statement No.
141,  Business   Combinations  (SFAS  141)  establishes  revised  standards  for
accounting for business combinations. Specifically, the statement eliminates the
pooling method,  provides new guidance for recognizing intangible assets arising
in a  business  combination,  and  calls for  disclosure  of  considerably  more
information  about a business  combination.  This  statement  is  effective  for
business  combinations  initiated on or after July 1, 2001. The adoption of this
pronouncement  on July 1, 2001 did not have a material  effect on the  Company's
financial  position,  results of  operations  or  liquidity.  Statement No. 142,
Goodwill and Other Intangible Assets (SFAS 142) provides new guidance concerning
the accounting for the  acquisition of  intangibles,  except those acquired in a
business  combination,  which is  subject  to SFAS 141,  and the manner in which
intangibles  and goodwill  should be accounting  for subsequent to their initial
recognition.  Generally,  intangible assets with indefinite lives, and goodwill,
are no longer amortized; they are carried at lower of cost or market and subject
to annual impairment evaluation,  or interim impairment evaluation if an interim
triggering event occurs, using a new fair market value method. Intangible assets
with finite lives are amortized  over those lives,  with no stipulated  maximum,
and an impairment  test is performed only when a triggering  event occurs.  This
statement is effective for all fiscal years beginning after December 15, 2001.



                                       10
<PAGE>

The Company believes that the  implementation  of SFAS 142 on April 1, 2002 will
not have a  material  effect on the  Company's  financial  position,  results of
operations or liquidity.  Statement No. 144,  Accounting  for the  Impairment or
Disposal of Long-Lived Assets supercedes  Statement No. 121,  Accounting for the
Impairment  of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of
(SFAS 121). Though it retains the basic  requirements of SFAS 121 regarding when
and  how  to  measure  an  impairment   loss,   SFAS  144  provides   additional
implementation  guidance.  SFAS 144 excludes  goodwill and intangibles not being
amortized among other exclusions. SFAS 144 also supersedes the provisions of APB
30, Reporting the Results of Operations,  pertaining to discontinued operations.
Separate reporting of a discontinued  operation is still required,  but SFAS 144
expands  the  presentation  to include a  component  of an entity,  rather  than
strictly a business segment as defined in SFAS 131,  Disclosures  about Segments
of an Enterprise and Related  Information.  SFAS 144 also eliminates the current
exemption  to  consolidation  when  control  over a  subsidiary  is likely to be
temporary.  This  statement is effective  for all fiscal years  beginning  after
December 15, 2001. The Company believes that the  implementation  of SFAS 144 on
April 1,  2002  will not  have a  material  effect  on the  Company's  financial
position, results of operations or liquidity.

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

On February 7, 2002, the Company's  board of directors  resolved to enter into a
factoring  agreement  with a  related  party  for the sale of  certain  customer
accounts  receivable at 98% of the purchase  price with an 8% reserve,  factored
with  recourse  with respect to credit risk. An allowance for losses is provided
for known and  potential  losses  arising  from  claims  and for  customers  not
factored, based on a periodic review of these accounts.


NOTE 2     CONCENTRATION OF CREDIT RISK

Financial  instruments  that  potentially  subject  the  Company to credit  risk
include cash on deposit with two financial  institutions amounting to $11,934 at
September 30, 2002. Financial  institutions insure depositors for up to $100,000
through the U.S. Federal Deposit Insurance Corporation.

The Company obtains detailed credit  evaluations of customers  generally without
requiring  collateral,  and establishes  credit limits as required.  Exposure to
losses on  receivables  is principally  dependent on each  customer's  financial
condition.  The  Company  monitors  its  exposure  for  credit  risk  losses and
maintains an allowance for anticipated losses.

NOTE 3     EARNINGS (LOSS) PER SHARE

Basic  earnings  (loss) per share is computed by dividing  income (loss) for the
period by the weighted  average number of common shares  outstanding  during the
period.  Diluted  earnings  (loss) per share include the effects of common stock
equivalents to the extent they are dilutive.

Basic weighted and dilutive  average  number of shares  outstanding at September
30, 2002 is as follows:

           Basic and dilutive weighted average
               number of shares outstanding                           33,668,990



                                       11
<PAGE>

NOTE 4     ACCOUNTS RECEIVABLE

Accounts receivable at September 30, 2002 consisted of the following:

         Accounts receivable                                   $  159,179
         Less allowance for doubtful account                      (97,656)
                                                               ----------

                                                               $   61,523
                                                               ==========

There was no bad debt expense for the nine months ended September 30, 2002.

On February 7, 2002, the Company's  board of directors  resolved to enter into a
factoring  agreement  with a  related  party  for the sale of  certain  customer
accounts  receivable at 98% of the purchase  price with an 8% reserve,  factored
with  recourse  with respect to credit risk.  At  September  30, 2002,  factored
accounts receivable totaled $45,772.


NOTE 5     INVENTORY

Inventory at September 30, 2002 consisted of the following:

         Finished goods                                        $  69,079
         Raw materials                                           137,036
                                                               ---------

                                                               $ 206,115
                                                               =========




NOTE 6     PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at September 30, 2002 consisted of the following:

         Depreciation
                                                                 Period in Years
                                                                 ---------------
         Land                                   $   400,000             -
         Building                                 1,912,007             39
         Plant equipment                          3,936,005              7
         Plant improvements                         124,483             39
         Office machines and equipment              113,892              7
         Lease equipment                             16,296              7
                                                -----------

                                                  6,502,683
         Less accumulated depreciation           (1,524,603)
                                                -----------

                                                $ 4,978,080
                                                ===========

Depreciation expense for the nine months ended September 30, 2002 was $385,582.

On May 31, 2002 the Company  entered  into a  sale-leaseback  agreement  for the
building, land and plant improvements.  For accounting purposes, the transaction
has been  accounted  for under the  financing  method.  The  Company  recorded a
deferred gain of $50,010 (See Note 10).



                                       12
<PAGE>


NOTE 7     INTANGIBLE ASSETS

Intangible assets are summarized by major classification as follows:

         Trademark and brand name             $  728,449
         Others                                    2,817
                                              ----------

                                                 731,266
         Less accumulated amortization         ( 190,524)
                                              ----------

                                              $  540,742
                                              ==========


Amortization  expense  for the nine months  ended  September  30,  2002  totaled
$36,000.


NOTE  8    LINES OF CREDIT

Line of credit - related party
------------------------------

The Company has a line of credit  totaling  $100,000 from a shareholder,  who is
also an officer and  director.  The credit line has an interest  rate of 10% and
was due June 1, 2002. As of September 30, 2002, the Company owes $73,000 against
this credit line.  The line of credit is  collateralized  by  assignment  of all
assets of the  company.  The line of credit is in default as of the date of this
review.

Line of credit - unrelated party
--------------------------------

The  Company  has a line  of  credit  from an  unrelated  third  party  totaling
$100,000.  The credit line has an interest rate of 10% and was due June 1, 2002.
As of September 30, 2002, the Company owes $50,000 against this credit line. The
line of credit is collateralized by assignment of all assets of the company. The
line of credit is in default as of the date of this review.

The total  interest  expense  related  to these  lines of credit  was  $8,634 at
September 30, 2002.


NOTE 9     NOTES PAYABLE

The Company has outstanding notes payable at September 30, 2002 as follows:

        Note Payable - Related Parties
        ------------------------------

<TABLE>
<S>                                                                               <C>
        Note  payable to an  employee  and  director  of the  Company,  at a 10%
        interest rate per year; due on demand.                                    $      7,000
                                                                                  ============

        Notes Payable - Unrelated Parties

        Notes  payable  to  individuals  with an  interest  rate of 8% per year,
        payable in 36 monthly payments;  unsecured, due March 31, 2003. The note
        is in default at September 30, 2002.                                      $     43,782
                                                                                  ============


        Notes payable to a company with a 10% interest rate per year; secured by
        all assets and due on demand.                                                   30,000

        Note payable to an individual  with a 10.25% interest rate per year; due
        on demand;  secured by multi-packer equipment of Company. The note is in
        default at September 30, 2002.                                                 150,000
</TABLE>


                                       13
<PAGE>


        Notes Payable - Unrelated Parties - continued
        ---------------------------------------------

<TABLE>
<S>                                                                               <C>
        Convertible note payable to a company with an 8% interest rate per year;
        unsecured,  due on May 14, 2005.  At the option of the holder,  the note
        may be  converted  into  6,000,000  shares of common stock at 80% of the
        trading price of the shares at the date of the conversion.                $    947,000

        Notes payable to various  individuals  with no interest per year; due on
        demand; secured by receivables of the Company.                                  45,000
                                                                                  ------------

                                                                                     1,215,782
        Less current portion                                                         ( 268,782)
                                                                                  ------------

                                                                                  $    947,000
                                                                                  ============
</TABLE>


The total interest  expense related to these loans was $ 41,109 at September 30,
2002.


NOTE 10    FINANCING OBLIGATION

On May 31, 2002, the Company entered into a  sale-leaseback  transaction for the
building, land and plant improvements at its principal manufacturing facility in
Leesburg,  Florida for a total of $2,429,000.  The transaction was accounted for
under  the  financing   method,   providing  a  security   arrangement  for  the
buyer-lessor's  investment.  A total of $1,268,000 has been disbursed to satisfy
payments as follows:

         Forbearance agreement                             $    660,000
         Accrued interest forbearance agreement                 106,313
         Foreclosure judgment                                   551,697
                                                           ------------

                                                           $  1,318,010
                                                           ============

The  Company  recorded  a  deferred  gain on the  transaction  of  $50,010.  The
sale-leaseback  includes a purchase  option that was  increased by $100,000 when
the Company did not  exercise the option by August 31,  2002.  At September  30,
2002 the amount due under this obligation was $1,368,000.  The interest  expense
related to this obligation at September 30, 2002 was $78,000.  The Company is in
default of its  obligations  under the lease for failure to pay rent as required
by the terms of the lease.


NOTE 11    INCOME TAXES

At September 30, 2002, the Company had useable net operating loss  carryforwards
of approximately $15,575,289 for income tax purposes, available to offset future
taxable income of the U.S. entity expiring through 2021.

The valuation allowance was $5,285,000 at September 30, 2002. This allowance was
reserved at December 31, 2001,  as management  estimates  that it is more likely
than not that the deferred tax assets will not be realized due to uncertainty of
the Company's ability to generate future taxable income.  Based on estimated use
of net operating losses through  December 31, 2001, the valuation  allowance was
adjusted by $1,173,000.




                                       14
<PAGE>

NOTE 12    DEBT RESTRUCTURE

On March 25,  2002,  the Company  renegotiated  notes  payable from one creditor
totaling  $350,000 plus interest of $68,764 in a debt  restructure  agreement as
follows:

Notes payable of $350,000 in exchange for 2,183,325  shares of common stock.  On
the date of the  exchange,  the trading  price of the common  stock was $.05 per
share.  The  Company  recognized  an  extraordinary  gain  of  $309,598  on  the
restructuring.


NOTE 13    STOCKHOLDERS' EQUITY (DEFICIT)

On March 21, 2002, with approval of the board of directors,  the Company amended
its  Articles of  Incorporation  to provide  for an  increase in the  authorized
number of shares  of  common  stock to  80,000,000  at  $0.001  par  value.  The
authorized  number of shares of preferred  stock  remained at 20,000,000  with a
change in par value to $0.001.

On March 25, 2002, by resolution of the board of directors, the Company approved
the issuance of  2,518,867  shares of common  stock to correct  preferred  stock
conversions for Series D, E, and F.

On March 25, 2002, in a debt restructure  agreement,  the Company authorized the
issuance of 2,183,325  shares of common stock in exchange for notes payable from
one creditor totaling $350,000 plus interest of $68,764.  The Company recognized
an extraordinary gain of $309,598 on the restructuring.

On March 25, 2002,  the Company  authorized  the  issuance of 200,000  shares of
common stock in consideration for a line of credit with a third party. The value
of $0.05 per share was the trading price on the date of the grant.  Accordingly,
interest expense of $10,000 was charged to operations.

On March 25, 2002, the Company  authorized  the issuance of 1,150,000  shares of
common  stock  to  a  third  party  in   consideration   for   compensation  for
reorganization  services.  The value of $0.05 per share was the trading price on
the date of the grant. Accordingly, consulting expense of $57,500 was charged to
operations.

On March 25, 2002, the Company  authorized  the issuance of 2,000,000  shares of
common stock to a third party in  consideration  for  consulting  services.  The
value  of $0.05  per  share  was the  trading  price  on the date of the  grant.
Accordingly,  consulting expense of $75,000 and interest expense of $25,000 were
charged to operations.

On March 25, 2002, the Company  authorized the issuance of 11,275,000  shares of
common  stock as a bonus to  employees.  The  value of $0.05  per  share was the
trading price on the date of the grant. Accordingly, payroll expense of $563,750
was charged to operations.

On March 25, 2002, the Company  authorized  the issuance of 2,000,000  shares of
common stock to a third party in  consideration  for finder  fees.  The value of
$0.05 per share was the  trading  price on the date of the  grant.  Accordingly,
consulting expense of $100,000 was charged to operations.

On March 25, 2002, the Company  authorized  the issuance of 8,197,695  shares of
common stock to a third party in consideration for foreclosure forbearance.  The
value  of $0.05  per  share  was the  trading  price  on the date of the  grant.
Accordingly, consulting expense of $409,885 was charged to operations.


                                       15
<PAGE>


NOTE  14   RELATED PARTY

At  September  30, 2002,  the Company was indebted to an officer,  who is also a
shareholder and director,  for a $73,000 line of credit. The accrued interest on
the  indebtedness at September 30, 2002 was $6,000.  No interest was paid during
the nine months ended September 30, 2002.

At September 30, 2002, the Company continued under a factoring agreement with an
officer,  who is also a shareholder  and director,  for the sale of the accounts
receivable at 98% of the purchase  price with an 8% reserve,  with recourse with
respect to credit risk.


NOTE 15    LEGAL MATTERS

The  Company is subject to various  investigative  claims and legal  proceedings
covering  a wide  range of  matters  that  arose in the  ordinary  course of its
business activity. The Company currently has three unpaid judgments as follows:

     1)  Unpaid judgment is for $57,000 in favor of a vendor who filed an action
         for non-payment of a shipping invoice.

     2)  Unpaid  judgment  for  $80,000 in favor of an  individual  who filed an
         action for rent and costs for legal services.

     3)  Unpaid  judgment  for  $42,000 in favor of an  individual  who filed an
         action  for sale of  restricted  shares of  common  stock and for legal
         services.  In addition,  as part of this settlement,  100,000 shares of
         common stock were issued on October 5, 2000.

Additional unresolved matters include, but are not limited to the following:

     1)  An  action  filed  by  a  supplier  for  non-payment  of  invoices  for
         ingredients and packing  materials and the related  shipping costs. The
         case has not been set for trial.

     2)  A lien filed by a supplier for  non-payment of invoices for ingredients
         and packing  materials and the related shipping costs. The case has not
         been set for trial.

     3)  A lien filed by a consulting company for non-payment.

With the exception of the three judgments  mentioned in paragraph one above, the
ultimate  outcome is  unknown;  however,  management  has  accrued an  estimated
liability in the amount of $827,000  against legal matters that occurred in past
years.

In the opinion of the  Company's  management,  although the outcome of any legal
proceeding cannot be predicted with certainty, ultimate liability resulting from
the above matters,  even if limited to the liability accrued in the accompanying
financial statements, may have a material effect on the results of operations or
cash flows of the Company and its ability to continue as a going concern.


                                       16
<PAGE>


NOTE 16  GOING CONCERN UNCERTAINTY

These financial statements are presented assuming the Company will continue as a
going  concern.  For the years ended  December  31,  2001 and 2000,  the Company
showed  operating  losses  of  $3,254,215  and  $3,142,235,   respectively,  and
accumulated  deficit of  $15,195,814  at December  31,  2001.  The  accompanying
financial  statements indicate that current liabilities exceed current assets by
$3,387,763 at September 30, 2002.

The  Company is  involved in various  lawsuits  relating to default  payments on
purchases  and loans,  among other  matters,  of which some  outcomes  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's  negative  working  capital,  recurring  losses from  operations,
pending  litigations,  and defaults under the Company's contract  agreements and
short-term  loans  raise  substantial  doubt  about its ability to continue as a
going concern.  Management's  plan with regard to these matters includes raising
working capital to assure the Company's viability.  The support of the Company's
vendors, customers,  lenders, stockholders and employees will continue to be key
in the Company's future success.




                                       17
<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  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, 2002 was $447,307,  in contrast
to  $466,386  for the same  period of 2001.  This  represents  a 4%  decline  in
revenue.  We have  almost  restored  sales of our Syfo brand to the levels  that
existed in the third quarter of 2001. Our Syfo brand revenues were approximately
1% below the sales for the brand  during  the third  quarter  of 2001,  $464,392
compared  to  $459,958,  respectively.  The  difference  in  branded  revenue is
attributable  to the fact that not all Syfo  customers  have been  restored.  We
expect that most of those  customers will be restored  during the fourth quarter
as well as new  customers  added who we have been  working  with during the past
year. As we begin to see some results from our extensive  efforts to rebuild the
sales of our Syfo brand,  we anticipate  that during the fourth  quarter of 2002
our Syfo brand sales  should  exceed the levels  that  existed in 2001.We had no
non-branded  revenue for the third quarter as opposed to $13,116 of  non-branded
revenue during the third quarter of 2001.

Our gross  profit  margin was  $126,290  for the current  quarter as compared to
$67,586 for the same quarter in 2001, an 87%  improvement  in operating  margin.
The gross profit  margin for the current  quarter is 28% of revenues as compared
to 15% of revenue for the same quarter in 2001.  Our raw  material  component in
cost of goods sold  decreased to 53% of revenue from 64% of revenue in the third
quarter  of 2001.  Cost of goods  sold  including  direct  manufacturing  costs,
declined  to 71% of revenue  for the  current  quarter  from 85% of revenue  the
quarter  ending  September 30, 2001.  These  improvements  in operating  results
demonstrate the efforts and abilities of current management and their dedication
to rebuilding the company.

Our general and  administrative  expense,  including  shareholders  services and
taxes,  decreased to $93,249 for the current quarter from $159,239 for the third
quarter of 2001. The decrease in general and administrative costs for the second
quarter of 2002 is primarily  attributable to greater efficiency  resulting from
lower  staff  levels and  increased  productivity.  We have  recorded a negative
($539) for taxes for the current  quarter as opposed to taxes of $46,561 for the
third quarter of 2001.  This decrease  reflects an accrual  adjustment for taxes
previously  booked and extensive work expended on reducing the personal property
and intangible taxes liabilities of the company.

Our sales expense declined to $39,549 for the current period compared to $64,527
for the same quarter in 2001,  reflecting  more  favorable  freight  charges and
other expense reductions. Marketing expense for the quarter just ended increased
to $2,052.



                                       18
<PAGE>

Consulting and  professional  fees increased to $49,612 for the current  quarter
from  $43,681  for the  same  period  a year  ago.  The  higher  consulting  and
professional  fees in 2002 were primarily  attributable to increased legal costs
associated  with the many  creditor  problems  that  existed  when  control  was
regained in 2001.

Rent  expense for the current  quarter  increased  to $8,667 from $1,840 for the
third  quarter of 2001  reflecting  the cost  associated  with the  Jacksonville
headquarters.

Interest expense  increased to $113,838 for the current quarter from $50,619 for
the same  period  a year  ago.  Primarily,  the  increased  interest  costs  are
associated   with  the  sale  and  lease  back   transaction   of  the  Leesburg
manufacturing  plant,  accounted  for under the financing  method.  The interest
expense recorded for the Leesburg plant is $71,251, for the current quarter. The
company is in default under the lease for the Leesburg  plant 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.

Depreciation  and  amortization  expense is $140,850 for the current  quarter as
opposed to $144,648 for the third quarter of 2001.  These charges  represent 31%
of revenue that is  exceptionally  high. We attribute this level of depreciation
to an incorrect rate of depreciation and a substantial amount of depreciation on
equipment  that  has  never  been put into  service.  We plan to have the  audit
committee  evaluate  the  depreciation  methods  the  company  is using and make
recommendations.  Possibly,  the  depreciation  charges  for  the  year  may  be
materially different than those currently reported.

We have also recorded gains associated with the settlement of various  judgments
and other  liabilities  of  $95,276.  That is in  contrast  to charges for asset
disposal costs, litigation expenses and discontinued operations expenses for the
third quarter of 2001 of $413,831.  The difference is directly  attributable  to
the  continuing,  current  efforts  exerted to rebuild  the  company  versus the
attempt to liquidate the company that occurred during the third quarter of 2001.
The company is engaged in ongoing  efforts to compromise  various  judgments and
liabilities for less than their principal  amount and anticipates  further gains
associated with such settlements.

Our net losses declined to $226,368 for the third quarter of the current quarter
from a net  loss  of  $810,487  for  the  third  quarter  of  2001.  The  losses
experienced  by the  company in this  current  period  have  improved  by 72% or
$584,119 as compared to the results for the same period of last year.


Liquidity and Capital Resources

As of September 30, 2002, our current liabilities, including the current portion
of long-term debt,  were  $3,687,629 as compared to $5,254,266  reported for the
third quarter of 2001, reflecting a decrease of $1,566,637.  Current liabilities
exceed our current assets by $3,387,763  for the current  quarter as compared to
$4,889,169 for the same period last year. Although the company's working capital
is a negative  $3,387,763  for the third  quarter of this year, we have improved
our working capital position by $1,501,408 as compared to the same period a year


                                       19
<PAGE>

ago and $2,227,698 as compared to the first quarter of this year.

We have reduced current liabilities by converting a substantial amount of vendor
payables  into  long-term  obligations,  settling them for reduced  amounts,  or
converting them into equity.

Our goal is to continue reducing our current liabilities, increasing our current
assets and  achieving 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.

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 and our ability
to  solve  our  working  capital  needs  and  liquidity.  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:  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.



                                       20
<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.

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

None.



                                       21
<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 14, 2002

                                                    UNIVERSAL BEVERAGES HOLDINGS
                                                    CORPORATION


                                                    By /s/  Jonathon Moore
                                                    ----------------------------
                                                    Jonathon Moore
                                                    President and Chairman







                                       22