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, 2001


                         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)

                               3301 W. Main Street
                               Leesburg, FL 34748
                    (Address of principal executive offices)

                                 (904) 296-3496
                           (Issuers telephone number)


The number of issued and outstanding shares of the issuer's common stock, $0.001
par value, as of November 29, 2001 was 13,252,684.



<PAGE>
<TABLE>


                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION



                       PART I - FINANCIAL INFORMATION                                                                         PAGE

Item 1.  Financial Statements:



<S>                                                                                                                             <C>
         Consolidated Balance Sheet - (Unaudited)..........................................................................     2

         Consolidated Statements of Operations - (Unaudited)...............................................................     4

         Consolidated Statements of Changes in Stockholders' Equity  - (Unaudited).........................................     6

         Consolidated Statements of Cash Flows - (Unaudited)...............................................................    10

         Notes to Consolidated Financial Statements........................................................................    12


Item 2.  Managements Discussion and Analysis of Financial Condition
            and Results of Operations......................................................................................    19


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings..................................................................................................    22

Item 2. Changes in Securities..............................................................................................    22

Item 3. Defaults Upon Senior Securities....................................................................................    22

Item 4. Submission of Matters to a Vote of Security Holders................................................................    22

Item 5. Other Information..................................................................................................    22

Item 6. Exhibits and Reports on Form 8-K...................................................................................    22

Signatures.................................................................................................................    23

</TABLE>


                                       1
<PAGE>

<TABLE>



                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2001



                                     Assets
                                                                                    September 30, 2001           December 31, 2000
                                                                                    ------------------           -----------------

<S>                                                                                     <C>                          <C>
Current assets
   Cash                                                                                 $    1,702
   Accounts receivable, net                                                                140,828                   $  378,989
   Inventory                                                                               180,757                      391,232
   Prepaid expenses                                                                         41,810                       41,374
                                                                                        ----------                   ----------
Total current assets                                                                                  $  365,097        811,595

Property, plant and equipment, net                                                                     5,541,948      5,963,317

Intangible assets, net                                                                                   619,745        657,687


Other assets
   Assets held for disposition                                                              85,847                      634,058
   Other receivables                                                                         5,000                      185,000
   Other assets                                                                            101,830                      100,591
                                                                                        ----------                   ----------
                                                                                                         192,677        919,649
                                                                                                      ----------     ----------

                                                                                                      $6,719,467     $8,352,248
                                                                                                      ==========     ==========
</TABLE>




                                       2
<PAGE>

<TABLE>



                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2001



                      Liabilities and Stockholders' Equity

                                                                              September 30, 2001                 December 31, 2000

<S>                                                                             <C>                                      <C>
Current liabilities
   Bank overdraft                                                               $     31,446                             77,899
   Accounts payable                                                                3,170,374                          2,947,874
   Accrued expense                                                                   707,786                            251,812
   Accrued interest                                                                  135,085                             27,786
   Deferred compensation                                                              26,500                             26,500
   Current portion of notes payable                                                1,183,075                          1,204,535
                                                                                ------------                       ------------
Total current liabilities                                                                            $5,254,266       4,536,408


Capitalized lease obligations                                                                           173,989         187,984
                                                                                                                         23,794
                                                                                                                   ------------
Stockholders' equity                                                                                                    211,778
   Preferred stock, $0.01 par value, 20 million shares
     authorized, 570,125 shares issued and outstanding,
     redeemable at company's option
     (liquidation preference $ 6,761,000 )
                                                                                       5,701                              5,896
   Common stock, $0.001 par value, 30 million shares
     authorized, 13,152,684 shares issued and outstanding                             13,154                              9,964
   Additional paid in capital                                                     15,190,147                         15,140,666
   Accumulated deficit
     Beginning, January 1, 2000                                                  (11,550,367)                       (11,550,366)
                                                                                                                   ------------
     Prior period adjustment                                                        (266,046)
                                                                                ------------                       ------------
     Accumulated deficit adjusted                                                (11,816,413)
                                                                                                                   ------------
     Net loss                                                                     (2,101,377)
                                                                                ------------                       ------------
     Total accumulated deficit                                                   (13,917,790)                         3,606,160
                                                                                ------------                       ------------

                                                                                                      1,291,212
                                                                                                     ----------

                                                                                                     $6,719,467     $ 8,354,346
                                                                                                     ==========     ===========
</TABLE>

                                       3
<PAGE>

<TABLE>



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

                                                                                 For the period ended September 30,
                                                                      Three months ended                     Nine months ended
                                                                    2001              2000               2001              2000
                                                             -----------------------------------------------------------------------
<S>                                                            <C>                <C>                <C>                <C>
Revenue
   Sales, net of discounts and returns                         $   466,386        $ 1,795,885        $ 4,424,111        $ 2,972,946
   Cost of goods sold                                              398,800          1,477,060          3,739,779          2,447,130
                                                             -------------        -----------        -----------        -----------



Gross profit
                                                                    67,586            318,825            684,332            525,816
                                                             -------------        -----------        -----------        -----------

Expenses
   General and administrative
                                                                   159,239            298,434            622,627            570,145
   Sales expenses
                                                                    67,101            290,730            604,987            473,823
   Marketing expenses
                                                                    (2,574)           118,206             39,436            229,244
   Consulting and professional fees
                                                                    43,682             98,934            328,088            528,097
   Rent
                                                                     1,840             30,873             27,275            172,439
   Bad debts
                                                                         -                  -             25,000             15,178
   Depreciation and amortization
                                                                   144,648             71,820            435,919            177,101
                                                             -------------        -----------        -----------        -----------

                                                                   413,936            908,997          2,083,332          2,166,027
                                                             -------------        -----------        -----------        -----------
Loss from operations                                              (346,350)          (590,172)        (1,399,000)        (1,640,211)


Other income/(expenses)
   Interest expense
                                                                   (50,619)           (26,304)          (170,906)          (186,732)
   Other income
                                                                       312              8,271                569            451,473
   Interest income
                                                                         -                166                 40             11,549

   Other expenses                                                 (149,411)                 -           (211,301)

   Litigation expenses                                            (187,263)                 -           (187,263)           (10,680)
                                                             -------------        -----------        -----------        -----------
                                                                                                                           (386,981)
                                                                                      (17,867)          (568,861)           265,610
                                                             -------------        -----------        -----------        -----------

Loss from continuing operations                                $  (733,331)       $  (608,039)       $(1,967,861)       $(1,374,601)
</TABLE>



                                       4
<PAGE>

<TABLE>



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


                                                                                       For the period ended September 30,
                                                                            Three months ended                Nine months ended
                                                                           2001            2000             2001             2000
                                                                 -------------------------------------------------------------------

<S>                                                                   <C>             <C>           <C>                 <C>
Loss from continuing operations                                     $    (733,331)    $  (608,039)  $    (1,967,861)    $(1,374,601)

Discontinued operations
   Loss from discontinued operations, net
                                                                          (77,156)              -          (115,442)              -
   Loss on disposition, net
                                                                                -               -           (18,074)              -
                                                                    -------------     -----------   ---------------     -----------
                                                                          (77,156)              -          (133,516)              -
                                                                    -------------     -----------   ---------------     -----------
Extraordinary items
   Extraordinary litigation
                                                                                -               -                 -         (50,377)

   Forgiveness of debt                                                                                                       43,204
   Gain on debt restructure
                                                                                -               -                 -         194,615
                                                                    -------------     -----------   ---------------     -----------
                                                                                -               -                 -         187,442
                                                                    -------------     -----------   ---------------     -----------

Net loss                                                            $    (810,487)    $  (608,039)  $    (2,101,377)    $(1,187,159)
                                                                    =============     ===========   ===============     ===========

Earnings (loss) per common share
   Loss before extraordinary items                                  $       (0.07)    $     (0.11)  $         (0.18)    $     (0.24)

   Discontinued operations                                                  (0.01)              -             (0.01)              -

   Extraordinary items                                                          -               -                 -            0.07
                                                                    -------------     -----------   ---------------     -----------
                                                                    $       (0.08)    $     (0.11)  $         (0.19)    $     (0.17)
                                                                    -------------     -----------   ---------------     -----------

</TABLE>




                                       5
<PAGE>


<TABLE>


                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
                      NINE MONTHS ENDED SEPTEMBER 30, 2001

                                                                                              Additional
                                                        Common Stock       Preferred Stock     Paid in      Accumulated
                                                      Shares     Amount    Shares   Amount     Capital        Deficit     TOTAL
                                                    -------------------------------------------------------------------------------

<S>                                                 <C>         <C>        <C>      <C>      <C>           <C>          <C>
Balance January 1, 2000                             4,363,454   $ 4,363    8,500    $   85   $ 1,972,177   $(4,286,416) $(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 a
   consultant, based on Board of Directors
   assessment and part of a loan agreement
   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 the
   Debt restructure on March 31, 2000                 712,000       712  254,600     2,546     7,760,705                  7,763,963

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
   warrants exercised at $ 1.00 per share             970,000       970                          969,030                    970,000
                                                    -------------------------------------------------------------------------------

                   sub-total                        7,813,204   $ 7,813  687,100    $6,871   $15,098,092   $(4,286,416) $10,826,360
</TABLE>





                                       6
<PAGE>

<TABLE>



                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
                      NINE MONTHS ENDED SEPTEMBER 30, 2001




                                                                                              Additional
                                                        Common Stock        Preferred Stock    Paid in      Accumulated
                                                      Shares      Amount    Shares   Amount    Capital        Deficit      TOTAL
                                                    --------------------------------------------------------------------------------
<S>                                                 <C>         <C>        <C>      <C>     <C>
                    sub-total                       $ 7,813,204  $ 7,813   687,100  $6,871   $15,098,092  $(4,286,416)  $10,826,360


Issuance of shares of common stock to be deposited
  in escrow account as collateral for unpaid legal
  Fees                                                   25,000       25                          43,725                     43,750

Issuance of common stock in connection with
  convertible preferred stock                         1,766,177    1,767   (97,500)   (975)         (792)

Prorated return of capital to preferred stockholders
  based on dividends                                    359,302      359                            (359)

Net loss  2000                                                                                             (7,263,951)   (7,263,951)
                                                    --------------------------------------------------------------------------------
Balance December 31, 2000                             9,963,683    9,964   589,600   5,896    15,140,666  (11,550,367)    3,606,159

Issuance of shares of common stock for consulting
  services rendered during the three months ended
  March 31, 2001                                         54,000       54                          23,544                     23,598

Issuance of shares of common stock in exchange for
  legal services  rendered                               10,500       11                          28,867                     28,878

Issuance of shares of common stock in connection
  with convertible preferred stock on September 26,
  2001                                                3,124,501    3,125   (26,500)   (265)       (2,860)                         -
                                                    --------------------------------------------------------------------------------

sub-total                                            13,152,684  $13,154   563,100  $5,631   $15,190,217 $(11,550,367)   $3,658,635

</TABLE>

                                       7
<PAGE>

<TABLE>



                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
                      NINE MONTHS ENDED SEPTEMBER 30, 2001

                                                                                            Additional
                                                     Common Stock        Preferred Stock     Paid in      Accumulated
                                                Shares          Amount   Shares   Amount     Capital        Deficit      TOTAL
                                                ------------------------------------------------------------------------------------
<S>                                             <C>             <C>      <C>      <C>       <C>           <C>            <C>
                   sub-total                    13,152,684      $13,154  563,100  $ 5,631   $ 15,190,217  $(11,550,367)  $3,658,635


Issuance of preferred stock Series G in
connection

   with convertible preferred stock Series B                               7,025       70            (70)                         -


Prior period adjustment                                                                                       (266,046)    (266,046)


Net loss, September 30, 2001                                                                                (2,101,377)  (2,101,377)
                                                ------------------------------------------------------------------------------------

                                                13,152,684      $13,154  570,125  $ 5,701   $ 15,190,147  $(13,917,790)  $1,291,212
                                                ====================================================================================

</TABLE>













                                       8
<PAGE>


<TABLE>



                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                      NINE MONTHS ENDED SEPTEMBER 30, 2001
                                                                                            Additional
                                              Common Stock            Preferred Stock         Paid in      Retained
                                          Shares         Amount       Shares     Amount       Capital       Deficit       TOTAL
                                     ----------------------------------------------------------------------------------------------
<S>                                     <C>
To balance w/transfer agent
Balance March  31, 2001                 13,152,684


                                     -------------------
                                        13,152,684
Per Transfer agent                      10,017,683
                                     -------------------
             Difference                  3,135,001
                                     ===================















</TABLE>




                                       9
<PAGE>


<TABLE>




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

                                                                                             For the nine months ended September 30,
                                                                                                  2001                   2000
                                                                                             -----------------      ----------------
<S>                                                                                            <C>                    <C>
Cash flows from operating activities:
  Net loss                                                                                     $(2,101,377)           $(1,187,159)
                                                                                             -----------------      ----------------


  Adjustments to reconcile net loss to net cash provided by (used in) operating
    activities:
      Depreciation and amortization                                                                435,919                177,101
     Compensation in exchange for stock, options
        and warrants                                                                                52,475
      Bad debt                                                                                      25,000                 15,178
     Gain on debt restructure
                                                                                                         -               (194,615)
     Llitigations debts                                                                             50,377
     Loss on disposition                                                                            66,300                      -
      (Increase) decrease in accounts receivable                                                   238,161               (503,607)
      (Increase) decrease in inventory                                                             210,475               (139,797)
      (Increase) decrease in prepaid expenses                                                         (436)              (217,586)
      (Increase) decrease in other assets                                                          546,972               (213,151)
      Increase (decrease) in accounts payable and accrued expenses                                 613,878                518,320
                                                                                             -----------------      ----------------
      Total adjustments                                                                          2,188,745               (507,780)
                                                                                             -----------------      ----------------
  Net cash provided by (used in) operating activities                                               87,367             (1,694,939)
                                                                                             -----------------      ----------------

Cash flows from investing activities:
   Cash payments for the purchase of property                                                      (10,878)            (3,612,912)
                                                                                             -----------------      ----------------
   Net cash used by investing activities                                                           (10,878)            (3,612,912)
                                                                                             -----------------      ----------------

Cash flows from financing activities:
   Proceeds from loans                                                                              35,000                700,000

   Principal payments on notes payable                                                             (58,298)              (256,208)

   Principal payment on capital leases                                                              (7,133)                     -

   Forgiveness of debt                                                                             (43,204)
   Proceeds from issuance of common and preferred stock
                                                                                                         -              5,049,500
                                                                                             -----------------      ----------------
   Net cash provided by (used in) financing activities                                             (30,431)             5,450,088
                                                                                             -----------------      ----------------
Net increase in cash and cash equivalents                                                           46,058                142,237
Cash and cash equivalents, beginning of period                                                     (75,802)               (37,885)
                                                                                             -----------------      ----------------

Cash and cash equivalents, end of period                                                       $   (29,744)           $   104,352
                                                                                             =================      ================

</TABLE>

                                       10
<PAGE>

<TABLE>



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


                                                                                             For the nine months ended September 30,
                                                                                                   2001                  2000
                                                                                             ---------------------------------------

<S>                                                                                              <C>                   <C>
Supplemental disclosures of cash flow information:

Cash paid during the period for:
--------------------------------

    Interest expense                                                                             $63,608               $39,646
                                                                                             -----------------      ----------------

</TABLE>

Stockholders' equity note:
--------------------------

During the three months ended March 31, 2000,  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.



During the three months ended March 31, 2001 the Company issued 54,000 shares of
common stock in exchange for consulting  services rendered.  The value of $0.437
per share was the market price on the date of the grant. Accordingly, consultant
expenses of $ 23,598 were charged to operations.


During the six month  ended June 30, 2001 the Company  issued  10,500  shares of
common stock in exchange for legal services rendered totaling $28,878.







                                       11
<PAGE>



                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 2001



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-QSB and Rule 310(b)
of Regulation SB.  Accordingly,  they do not include all of the  information and
footnote disclosures normally included in complete financial statements prepared
in  accordance  with  generally  accepted  accounting  principles.  For  further
information,  including significant accounting policies followed by the Company,
refer to the notes to the Company's audited financial statements at December 31,
2000 - Form 10KSB.

The  management  of the  Company  has  limited  knowledge  as to  the  financial
condition of the Company, owing to a wholesale change in executive management of
the  Company  in the days  preceding  the filing of this  report.  (See Note 15,
Subsequent  Events).  Although the new management is exercising its best efforts
to  re-educate  itself as to the financial  condition of the Company,  this is a
process  that  will  take  several  weeks.  Therefore,  based  upon the  limited
knowledge  of the  Company's  current  management,  the  unaudited  consolidated
financial   statements  set  forth  below  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,
2001 are not  necessarily  indicative of operating  results to be expected for a
full year.



NOTE 2  NATURE OF OPERATIONS AND 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.

Principles of Consolidation
---------------------------

The  consolidated  financial  statements of the Company  include the accounts of
Universal  Beverages  Holdings  Corporation  and its  wholly  owned  subsidiary,
Universal Beverages, Inc. All significant intercompany transactions and balances
have been eliminated in the consolidation.

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>


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.

Inventories
-----------

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

Property and Equipment
----------------------

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight-line  method based on the estimated  useful lives of the assets,  which
may range from 5 - 39 years.  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.

Amortization
------------

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

              Trademark and brand name                            15 years

Long Lived Assets
-----------------

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

No reduction for impairment of long-lived  assets was necessary at September 30,
2001.

Revenue Recognition
-------------------

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

Advertising
-----------

Advertising costs are charged to operations when incurred.  Advertising  expense
totaled $10,696 for the nine months ended September 30, 2001.

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.

Concentration of Risk
---------------------

There are no  balances at  September  30,  2001 that  exceed  federal  insurance
limits.  Concentration  of credit risk with respect to trade  receivables is not
limited due to the Company's small number of customers.

Basic Earnings (Loss) per Share
-------------------------------

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

                                       13
<PAGE>


Basic weighted and dilutive average number of shares outstanding is as follows:



        Basic weighted average number
          of shares outstanding                                 10,842,116


The 5,325,994  shares of common stock  reserved in connection  with warrants are
not included in the computation of diluted earnings per share because the effect
is antidilutive.


NOTE 3  ACCOUNTS RECEIVABLE

Accounts receivable at September 30, 2001 consisted of the following:


        Accounts receivable                                     $  256,006
        Less allowance for doubtful account                       (115,178)
                                                                ----------

                                                                $  140,828
                                                                ==========

Bad debt expense for the nine months ended September 30, 2001 was $25,000.


NOTE 4  INVENTORY

At September 30, 2001, inventory consisted of the following:

        Finished goods                                          $   58,924
        Raw materials                                               76,528
        Labels                                                      45,305
                                                                ----------

                                                                $  180,757
                                                                ==========


NOTE 5   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at September 30, 2001 consisted of the following:

        Land                                                    $  400,000
        Building                                                 1,912,007
        Plant equipment                                          3,991,121
        Plant improvements                                         124,483
        Office machines and equipment                              101,008
        Lease equipment                                             46,043
                                                                ----------

                                                                 6,574,662
        Less accumulated depreciation                           (1,032,714)
                                                                ----------

                                                                $5,541,948
                                                                ==========


Depreciation expense for the nine months ended September 30, 2001 was $397,978.



                                       14
<PAGE>


Assets Held For Disposition
---------------------------

Due to limited cash flow, the Company  renegotiated  with certain  suppliers for
the return of plant  equipment  purchased for $85,847,  net of disposal costs of
$29,435.


NOTE 6  INTANGIBLES

Intangible assets are summarized by major classification as follows:

        Trademark and brand name                                $  758,804
        Others                                                       2,817
                                                                ----------
                                                                   761,621
        Less accumulated amortization                             (141,876)
                                                                ----------
                                                                $  619,745
                                                                ==========

Amortization  expense  for the nine months  ended  September  30,  2001  totaled
$37,942.


NOTE 7  NOTES PAYABLE

The Company has outstanding notes payable at September 30, 2001 as follows:

        Note payable to FNB Bank with an interest rate
        of 15.5% per year; secured by a building. The
        note is in default as of the date of this report.       $  500,000

        Note payable to FNB Bank with an interest rate
        of 10.5% per year; secured by all assets. The
        note is in default as of the date of this report.           45,000

        Note payable to Rial/Moe with an interest rate
        of  8%  per  annum  payable  in  36  monthly
        payments; unsecured, due 3/31/03.  The note is
        in default as of the date of this report.                   34,697

        Note  payable to a  shareholder  with no  interest
        per year;  due on demand.                                   10,000

        Note payable to a shareholder; non-interest
        bearing; due on demand.                                     25,000

        Note payable to Telcoa; 15% interest; due on
        demand.                                                    250,000

        Note payable to Telcoa; 10% interest; due on
        demand.                                                 $  100,000

        Note  payable to an  individual;  non-interest
        bearing.  The note is in default as of the date of
        this report.                                                68,378

                                       15
<PAGE>


        Note payable to a shareholder at 10.25%
        interest; due on demand; secured by
        multipacker equipment of Company.                          150,000
                                                                ----------
                                                                 1,183,075
                                                                ----------
        Less current portion                                    (1,183,075)
                                                                ----------
                                                                $        0
                                                                ==========

The total interest  expense related to these loans was $129,147 at September 30,
2001.

NOTE 8  LEASES

The Company  previously  rented  administrative  office  space in  Jacksonville,
Florida.  Upon the  expiration of that lease May 31, 2001, the Company moved the
administrative office to the plant in Leesburg,  Florida. The Company also rents
warehouse  space in  Jacksonville,  Florida  under a lease  agreement  that will
expire November 1, 2002. Lease payments, including taxes, are $1,650 per month.

Rental expense for the nine months ended September 30, 2001 was $27,275.


NOTE 9  INCOME TAXES

The Company has no current or deferred income tax due to its operating losses.

The Company has a federal net operating loss  carryforward at September 30, 2001
of $14,370,000, subject to annual limitations prescribed by the Internal Revenue
Code,  which is available to offset future  taxable  income through 2021. A 100%
valuation  allowance has been  recorded to offset the net deferred  taxes due to
uncertainty of the Company's ability to generate future taxable income.  The net
operating loss carryforward  approximates  $2,101,377 at September 30, 2001, and
$11,816,000 at December 31, 2000.


Deferred tax assets consist of the following:

        Current taxes                                           $        0

        Deferred taxes                                          $4,744,000

        Valuation allowance                                     (4,744,000)
                                                                ----------

                                                                $        0
                                                                ==========


The  Company's  income tax expense for the nine months ended  September 30, 2001
differed from the statutory federal rate of 34% as follows:

                        Statutory rate applied to loss
                          before income taxes                   $  715,000

                      State income taxes, net of
                          federal income tax effect                126,000

                      Increase in valuation allowance             (841,000)

                      Other                                              0
                                                                ----------
                      Income Tax Expense                        $        0
                                                                ==========

                                       16
<PAGE>




NOTE 10 STOCKHOLDERS' EQUITY

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

Preferred Stock
---------------

On July 8, 2001, by resolution of the board of directors, the Company authorized
the issuance of a new series of preferred stock as consideration  for the Series
B preferred  shareholders  agreeing not to bring suit in any matter  relating to
the offer and sale of the Series B stock. Each share of Series G preferred stock
entitles the holder to 1,000 votes in all matters  submitted to a vote of common
shareholders,  and a junior  liquidation  preference  at $0.01 per  share  after
payment of all  liabilities of the Company.  Shares of Series G preferred  stock
were issued at a ratio of one share for every fifty shares of Series B preferred
stock.

On _________,  2001, the Circuit Court in and for the Fourth  Judicial  Circuit,
Duval  County,  Florida,  entered an Order  finding  that the Series G preferred
stock was not authorized and issued by a duly called and convened meeting of the
Board of  Directors  of the Company  and,  therefore,  was not  validly  issued.
Although,  the Board of  Directors  and  management  of the Company have not yet
acted upon that order of the court to rescind  and cancel the Series G preferred
stock, it is their intention to do so.

At September  30, 2001 the financial  statements  reflected  preferred  stock as
follows:

        Series B                                                   432,500
        Series G                                                     7,025
        Series C                                                   130,600
                                                                ----------
                                                                   570,125
                                                                ==========

Common Stock
------------
During the nine months ended  September  30, 2001,  the Company  issued stock as
follows:

   o    54,000  shares of  common  stock in  exchange  for  consulting  services
        rendered. The value of $0.437 per share was the market price on the date
        of the grant.  Accordingly,  consultant expenses of $23,598 were charged
        to operations.

   o    10,500  shares of common  stock  valued at $28,878 in exchange for legal
        services rendered.

On September 26, 2001, a holder of Series E preferred  stock exercised his right
to  convert  to  shares of common  stock.  A total of 26,500  shares of Series E
preferred stock was converted into 3,124,501 shares of common stock.
<TABLE>

Warrants
--------

Changes  during the nine  months  ended  September  30,  2001 are  presented  as
follows:


                                                                                            Weighted
                                                                          Common             Average
                                              Number of Warrants          Stock           Exercise Price
----------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>               <C>
        Balance at beginning of period            5,325,994              5,325,994         $    0.52
        Granted                                           0                      0                 0
        Exercised                                         0                      0                 0
        Forfeited                                         0                      0                 0
                                                  ---------              ---------
        Balance at end of period                  5,325,994              5,325,994
                                                  =========              =========
</TABLE>


                                       17
<PAGE>

<TABLE>


The  following  table  summarizes  information  about  warrants  outstanding  at
September 30, 2001:

                       WARRANTS OUTSTANDING                            WARRANTS EXERCISABLE
                --------------------------------------------        ----------------------------------------
                                 Weighted         Weighted                                     Weighted
 Range of         Number          Average          Average                Number                Average
 Exercise       Outstanding      Remaining        Exercise             Exercisable at          Exercise
  Price         at 09/30/01    Contracted Life      Price                09/30/01                Price
 ---------------------------------------------    ----------------------------------------------------------

<S>              <C>               <C>              <C>                     <C>                   <C>
0.50 - 1.75      5,325,994         1.75             0.52                    0                     0

</TABLE>


NOTE 11 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 two unpaid  judgments.  One is a
judgment for $57,000 in favor of a vendor who filed an action for non-payment of
a shipping invoice.  The other is a judgment for $38,000 in favor of a Miami law
firm who filed an action  for fees and costs  for  legal  services  rendered  to
subsidiaries.

The Company is also the subject of a foreclosure  judgment against its principal
plant and property located in Leesburg,  Florida.  The amount of the judgment is
$633,189.59,  plus accrued  interest,  and the foreclosure sale is scheduled for
December 18, 2001. (See Management's Discussion and Analysis, below).

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

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

   4)   During 2000, a contractor who installed the plant's  production line and
        performed  preliminary  work on the  second  line,  filed  a lien  and a
        lawsuit against the Company's  building  (plant) for $451,000.  The case
        has not been set for trial.

With the exception of the two judgments mentioned above, the ultimate outcome of
pending  litigation  is unknown.  However,  management  has accrued an estimated
liability in the amount of $827,000  against legal matters that occurred in past
years. (See Note 14).

In the opinion of the  Company's  management,  although the outcome of any legal
proceedings  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. (See Note 14).


NOTE 12 DIVESTITURE

On March 8, 2001, in an effort to reduce losses, the Company transferred the net
assets of its Miami store to third parties. The agreement includes assumption of
the lease for the Miami premises by the third parties.  The Company will provide
50% of the rental payment in Syfo products through May 31, 2003.


                                       18
<PAGE>


A summary of financial data of discontinued  operations at September 30, 2001 is
as follows:

      Financial Position
           Current assets                                        $   1,140
           Accounts receivable                                      21,536
           Inventory                                                20,387
           Equipment                                                 1,722
           Accounts payable                                        (26,711)
                                                                   -------

                                                                  $ 18,074
                                                                  ========

At September 30, 2001, there were no assets related to discontinued operations.

The Miami  store has net sales of  $35,489  and a net loss of  $115,442  through
September  30,  2001.  No  operations  of the Miami store were  reflected in the
financial statements at September 30, 2001.


NOTE 13 PRIOR  PERIOD ADJUSTMENT

For the  third  quarter  ended  September  30,  2001,  a change  was made to the
retained  earnings of the Company to correct the amount of other income reported
during  2000.  Other  income was  adjusted  by $266,046  and the 2000  financial
statements were restated to reflect this adjustment.  Subsequently, other income
decreased by $228,046,  and litigation  expense increased by $38,000 for a total
increase in accumulated deficit of $266,046.


NOTE 14 GOING CONCERN UNCERTAINTIES


These financial statements are presented assuming the Company will continue as a
going concern.  For the nine months ended September 30, 2001, the Company showed
operating losses of $2,101,377.  The accompanying  financial statements indicate
that current liabilities exceed current assets by $4,889,169 for the nine months
ended September 30, 2001.

The  Company is  involved in various  lawsuits  relating to default  payments on
purchases and loans, among other matters. The outcome of those lawsuits is still
pending. The Company's  accumulated deficit of $11,816,413 at December 31, 2000,
losses from  operations  of $2,101,377  for the nine months ended  September 30,
2001,  working  capital  deficiency of  $4,889,169  at September  30, 2001,  and
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 (See Note 11).

The  Company's  negative  working  capital,  recurring  losses from  operations,
pending  litigation,  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 in regard to these matters  includes  raising
working capital to assure the Company's viability.

NOTE 15 SUBSEQUENT EVENTS


In October and November 2001,  there were a series of hearings in both state and
federal court in litigation  between the Company,  on the one hand, and Jonathon
O. Moore and Cydelle  Mendius,  on the other hand. Mr. Moore and Ms. Mendius are
shareholders  and  directors of the Company and had  previously  served as Chief
Executive Officer and President, respectively. The litigation focused on whether
Mr. Moore and Ms. Mendius had properly  obtained  shareholder  consents electing
new directors to the board of the Company. The litigation was concluded in favor
of Mr.  Moore and Ms.  Mendius  and the  newly  constituted  board of  directors
elected Mr. Moore as the President of the Company on November 11, 2001.

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


                                       19
<PAGE>


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, 2001 was  $466,386,  in
contrast to $1,795,885 for the same period of 2000. This substantial  decline in
revenue is primarily  attributable to the loss of the Sam's Club account,  which
accounted  for  approximately  $1,097,000  of revenue for the three months ended
September  30, 2000.  The dramatic  decline in revenue is also  attributable  to
management  focusing its attention on a potential  sale of the Company's  assets
and  litigation  with  certain of the  Company's  shareholders  and former chief
executive officer.

     The decline in  production  and sales also  resulted in the loss of certain
operating  efficiencies  that are  enjoyed at higher  levels of  production  and
sales. As a result,  our cost of goods sold increased  slightly to approximately
85.5% for the three months ended September 30, 2001, up from approximately 82.2%
for the same period in 2000.  As a result of the low gross  profit  margin,  our
gross profit for the quarter ended September 30, 2001 was $67,586 in contrast to
$318,825 for the same quarter in 2000.

     Our general and administrative  expenses also declined for the three months
ended September 30, 2001 to $159,239, down from $298,434 for the same quarter in
2000.  This  decline is  primarily  attributable  to a decline  in  general  and
administrative  costs  associated  with the  reduced  production  and sales.  In
addition,  the general and  administrative  expense in the third quarter of 2000
was higher as a result of our write-off of costs  incurred in an  acquisition we
did not complete.  Our sales expense  declined to $67,101 for the third quarter,
down  from  $290,730  for the same  quarter  a year  ago,  reflecting  a lack of
emphasis on marketing and sales by the  Company's  prior  management.  Marketing
expense for the quarter  just ended was zero,  down from  $118,206  for the same
quarter in 2000. This dramatic decline in marketing expense also reflects a lack
of emphasis on marketing and sales by the  Company's  prior  management  and the
lack of financial  resources to devote to marketing.  Marketing expense for 2000
was also higher as a result of costs attributable to our exclusive  agreement to
distribute water in AllTel Stadium in Jacksonville, Florida and our marketing of
the Jacksonville Jaguars NFL team. Consulting and professional fees declined for
the quarter just ended to $43,682,  down from  $98,934 for the third  quarter of
2000, as a result of reduced use of consultants  and other  professionals.  Rent
expense for the quarter declined from $30,873 a year ago to $1,840 for the third
quarter  2001  as a  result  of the  termination  of  the  Company's  lease  for
administrative offices in Jacksonville.

     Interest expense  increased to $50,619 for the quarter ending September 30,
2000,  up from $26,304 for the quarter a year ago.  This  increase is associated
with the additional debt the Company took on in 2001 and higher interest rate on
our defaulted debt. The other significant item for the quarter was extraordinary
litigation  expenses of $187,263.  These expenses arose primarily from a dispute
between prior  management,  supported by some members of the Board of Directors,
and the former  president and chief  executive  officer.  This litigation is now
substantially  concluded,  having been resolved in favor of the former president
and chief executive  officer.  (See Note 15, Subsequent  Events).  An additional
significant  item was other expense of $149,411 which arose from the disposition
of certain equipment by the Company at a price below its book value.

     These factors  resulted in our  sustaining a loss of $733,331 for the third
quarter, an increase over the $608,039 for the quarter ended September 30, 2000.

     For the nine months  ended  September  30, 2001 our revenue was a record of
$4,424,111,  an increase over the $2,972,946 for the nine months ended September
30,  2000.  The  increase is primarily  attributable  to sales of the  Company's
products  in the first  two  quarters  of the year to Sam's  Club.  The  Company
experienced a modest increase in the cost of goods sold from 82.3% for


                                       20
<PAGE>


the nine months  ended  September  30,  2000 to 84.5% for the nine months  ended
September  30, 2001.  Because of the  increase in cost of goods sold,  our gross
profit margins for the nine months ended  September 30, 2001 were  approximately
16% in contrast to  approximately  18% for the same period in 2000.  Our general
and  administrative  expenses for the nine months ended  September 30, 2001 were
$622,627,  in contrast to $570,145  for the same period of 2000.  This  increase
reflects  higher  general and  administrative  expenses  associated  with higher
levels of production  and sales enjoyed by the Company  during the first quarter
of 2001.  However,  sales and production declined steadily throughout 2001, with
corresponding  reductions in marketing  expenses,  consulting  and  professional
fees.  Additionally,  we incurred  significant non-cash charges during the first
six months of 2000 as the result of stock  issuances  recorded  as a  consulting
expense.  Rent  expense was  substantially  less for the nine months just ended,
over a year  ago,  as a result of the  termination  of the  Jacksonville  office
lease. Depreciation and amortization expense increased significantly to $435,919
for the nine months  ended  September  30, 2001,  up from  $177,101 for the same
period a year ago. This increase is primarily  attributable  to the  significant
increase in investment in depreciable assets by the Company in 1999 and 2000.

     Our  interest  expense for the nine  months  ended  September  30, 2001 was
$170,906,  down slightly from the interest  expense for the same period in 2000.
Much of the 2000 interest expense occurred in the first quarter of 2000 prior to
the March 31, 2000 restructuring. The relatively higher interest expense in 2001
reflects the additional  debt of the Company this year and higher interest rates
incurred as a result of defaults on the Company's indebtedness. We also incurred
other income of $451,473 for the nine months ended  September 30, 2000 primarily
resulting from gains recognized in connection with the restructuring.  The other
significant  item  during the nine  months  ended  September  30,  2001 was that
extraordinary  litigation  expenses  were  $187,263  for the nine  months  ended
September  30, 2000, as compared to only $10,680 for the same period in 2000. As
noted above,  that expense was incurred in the third quarter of 2001,  primarily
in connection with litigation that has now been concluded.

     Our loss from continuing operations for the nine months ended September 30,
2001 was $1,967,861 in contrast to $1,374,601 for the same period in 2000.

Liquidity and Capital Resources

     As of September 30, 2001,  our current  liabilities,  including the current
portion of long-term debt, exceeded our current assets by $4,889,169.  We have a
substantial  amount  of  debt  past  due and in  default  to  lenders,  vendors,
suppliers, judgment holders, and others.

     We  are  currently  seeking  short-term  financing  and  accommodations  to
restructure or extend our  indebtedness  and long-term  financing to satisfy the
foreclosure judgment and avoid the scheduled foreclosure sale.

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
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.



                                       21
<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  likely  have a material  adverse
effect on our financial condition. This is particularly the case with respect to
the  foreclosure  sale against the Company's  plant and equipment  scheduled for
December 18, 2001.

        ITEM 2.      CHANGES IN SECURITIES

     On July 8, 2001,  by  resolution  of the board of  directors,  the  Company
authorized the issuance of a new series of preferred stock as consideration  for
the Series B  preferred  shareholders  agreeing  not to bring suit in any matter
relating  to the offer and sale of the  Series B stock.  Each  share of Series G
preferred stock entitles the holder to 1,000 votes in all matters submitted to a
vote of common  shareholders,  and a junior liquidation  preference at $0.01 per
share  after  payment of all  liabilities  of the Company.


     On October  8,  2001,  the  Circuit  Court in and for the  Fourth  Judicial
Circuit,  Duval County,  Florida,  entered an Order prohibiting the then sitting
Board of  Directors  from  taking  any  action  that may affect any asset of the
Company.  Thereafter,  with  full  knowledge  of the  Order,  shares of Series G
preferred  stock were issued.  It is the position of  management  of the Company
that the Series G preferred  stock was issued in violation of the Court's Order.
and,  therefore,  was not validly issued.  Although,  the Board of Directors and
management  of the  Company  have not yet acted  upon that order of the court to
rescind and cancel the Series G preferred stock, it is their intention to do so.

        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 a 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

        B.        Reports on Form 8-K



                                       22
<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 30, 2001

                                            UNIVERSAL BEVERAGES HOLDINGS
                                            CORPORATION


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












                                       23