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

                                   FORM 10-QSB


                  QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
(X)      Quarterly  report  pursuant  to section 13 or 15 (d) of the Securi ties
         Exchange Act of 1934, for the quarterly period ended January 31, 1999.

( )      Transition report pursuant to section 13 or 15 (d) of the
         Securities Exchange Act of 1934, for the transition period from
                       to              .

Commission file number 0-17872

                          ECHO SPRINGS WATER CO., INC.
        (Exact name of small business issuer as specified in its charter)

New York                                               #16-1433379           
(State of Incorporation)                          (I.R.S. Employer ID No.)

               Building 100A, Hackensack Avenue, Kearny, New Jersey 07032
                      (Address of Principal Executive Offices)

                                                      (973) 465-5151      
                           (Issuer's Telephone Number)

                               N/A                          
          (Former name, former address and former fiscal year,
                if changed since last report)

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

                                            Yes   X     No        

Indicate the number of shares  outstanding  of each of the  Issuer's  classes of
common stock, as of the latest practicable date.

            Class                    Outstanding at February 28, 1999

Common stock, $.0001 par value                                3,822,149 shares

Transitional Small Business Disclosure Format      Yes       No   X  


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                          ECHO SPRINGS WATER CO., INC.



                              Index to Form 10-QSB





                                                                                                                   Page
                   Item                                                                                           Number


PART I.  FINANCIAL INFORMATION                                                                                       3

 Item 1.  Financial Statements:

         Consolidated Balance Sheets -
         January 31, 1999 and October 31, 1998
      3

         Consolidated Statements of Operations -
         Three months ended January 31, 1999 and 1998
      4

         Consolidated Statements of Cash Flows -
         Three months ended January 31, 1999 and 1998                                                                5

         Notes to Consolidated Financial Statements                                                                 6-9

         Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                                                      10-11

PART II.          OTHER INFORMATION

         Item 1.  Legal Proceedings                                                                                 12
         Item 6.  Exhibits and Reports on Form 8-K                                                                  12

Signatures                                                                                                          13











<PAGE>



PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                          ECHO SPRINGS WATER CO., INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS
                                                                                      January 31,           October 31,
                                                                                         1999                   1998    
Current assets:
 Cash             $   24,869                                                          $   18,848
 Accounts receivable - net of allowance
  for doubtful accounts of $18,000 in
  1999 and $29,000 in 1998                                                               180,882                313,713
 Notes receivable, current portion                                                        41,643                 43,331
 Inventories      25,944                                                                  27,130
 Prepaid expenses                                                                         78,150                 18,469
                                                                                       ---------              ---------
         Total current assets                                                            351,488                421,491

Notes receivable, net of current portion                                                  95,328                102,936

Property, plant and equipment - net                                                    1,221,002              1,254,971

Other assets        196,939                                                              225,577
                  ---------                                                            ---------

         TOTAL ASSETS                                                                 $1,864,757             $2,004,975
                                                                                       =========              =========

                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
 Installment debt $1,105,000                                                          $1,050,000
 Debentures       25,000                                                                  25,000
 Accounts payable and accrued expenses                                                 1,098,365              1,053,182
 Customer deposits                                                                       307,500                317,200
 Unearned revenues                                                                        12,231                 12,591
                                                                                       ---------              ---------
         Total current liabilities                                                     2,548,096              2,457,973
                                                                                       ---------              ---------

Shareholders' equity (deficiency):
 Common stock, $.0001 par value,
  75,000,000 shares authorized; issued
  and outstanding 3,822,149 shares in
  1999 and 1998   382                                                                        382
 Additional paid-in capital                                                            8,792,884              8,792,884
 Accumulated deficit                                                                  (9,476,605)            (9,246,264)
                                                                                       ---------              ---------
         Total shareholders'
          equity (deficiency)                                                           (683,339)              (452,998)
                                                                                       ---------              ---------

         TOTAL LIABILITIES AND SHAREHOLDERS'
          EQUITY (DEFICIENCY)                                                         $1,864,757             $2,004,975
                                                                                       =========              =========




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

                                                         - 3 -

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                          ECHO SPRINGS WATER CO., INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     FOR THE THREE MONTHS ENDED JANUARY 31,
                                   (UNAUDITED)


                                                                                    1999                        1998
                                                                                    ----                        ----

Revenues:
 Gross sales      $   328,186                                                 $   441,998
 Credits and allowances                                                            (1,593)                     (8,450)
 Freight out                                                                       (7,535)
 Other income           (128)                                                        (749)
                  ----------                                                   ----------
                                                                                  326,465                     425,264
                                                                               ----------                  ----------

Costs and expenses:
 Cost of sales    135,164                                                         167,318
 Selling, general and
  administrative  393,357                                                         404,368
 Interest                                                                          28,068                      18,789
 Amortization of other assets                                                       1,219                       1,219
 Other expenses (income) - net                                                     (1,002)
 Gain on disposal of assets                                                                                      (584)
                                                                               ----------                  ----------
         Total costs and expenses                                                 556,806                     591,110
                                                                               ----------                  ----------

Net loss          $  (230,341)                                                $  (165,846)
                   ==========                                                  ==========

Net loss per share                                                            $      (.06)                $      (.04)
                                                                               ==========                  ==========

Weighted average shares outstanding                                             3,822,149                   3,822,149
                                                                               ==========                  ==========








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



                                                         - 4 -

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                          ECHO SPRINGS WATER CO., INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     FOR THE THREE MONTHS ENDED JANUARY 31,
                                   (UNAUDITED)



                                                                                        1999                 1998
                                                                                        ----                 ----

Operating activities:
 Net loss                                                                           $(230,341)           $(165,846)
 Adjustments to reconcile net loss to
  net cash used by
  operating activities -
  Depreciation and amortization                                                        40,763               34,473
  Gain on disposal of assets                                                                                  (584)
  Provision for doubtful accounts                                                     (11,000)              (2,000)

  Changes in assets and liabilities -
   Accounts receivable                                                                143,831               22,777
   Inventories      1,186                                                               (8,469)
   Prepaid expenses                                                                   (59,681)             (83,032)
   Other assets   28,669                                                                  (679)
   Accounts payable and accrued
    expenses      45,183                                                               111,676
   Customer deposits                                                                   (9,700)               4,600
   Unearned revenues                                                                     (360)                (868)
                                                                                     --------             --------
         Net cash used by
          operating activities                                                        (51,450)             (87,952)
                                                                                     --------             --------

Investing activities:
 Capital expenditures                                                                  (5,575)             (42,021)
 Collections on notes receivable                                                        9,296                8,977
 Proceeds from disposal of assets                                                                              584
 Deferred project costs                                                                (1,250)                    
                                                                                     --------             --------
         Net cash provided (used) by
          investing activities                                                          2,471              (32,460)
                                                                                     --------             --------

Financing activities:
 Increase in installment debt                                                          55,000
 Repayment of installment debt                                                                             (34,000)
 Deferred public offering costs                                                                             (1,391)
         Net cash provided (used) by
      financing activities                                                             55,000              (35,391)
                                                                                     --------             --------

Net increase (decrease) in cash                                                         6,021             (155,803)

Cash - beginning                                                                       18,848              170,288
                                                                                     --------             --------

CASH - ENDING                                                                       $  24,869            $  14,485
                                                                                     ========             ========

SUPPLEMENTAL INFORMATION:
 Interest         paid                                                              $   1,508            $   6,300


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

                                                         - 5 -

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                          ECHO SPRINGS WATER CO., INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)




NOTE 1 -          BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
                  --------------------------------------------

                  Basis of Presentation
                  The interim  consolidated  financial  statements  are prepared
                  pursuant to the requirements for reporting on Form 10-QSB. The
                  October 31, 1998  balance  sheet data was derived from audited
                  consolidated   financial  statements  and  together  with  the
                  interim  consolidated  financial  statements and notes thereto
                  should be read in conjunction with the consolidated  financial
                  statements and notes  included in the Company's  latest annual
                  report on Form  10-KSB.  In the  opinion  of  management,  the
                  interim   consolidated   financial   statements   reflect  all
                  adjustments of a normal recurring nature neces sary for a fair
                  statement  of the results for  interim  peri ods.  The current
                  period results of operations are not necessarily indicative of
                  results which  ultimately will be reported for the full fiscal
                  year.

                  Business
                  Echo Springs  Water Co.,  Inc.  ("the  Company"),  through its
                  subsidiaries,  is engaged  principally in the  distribution of
                  bottled water and allied  products.  The Company bottles water
                  from its own natural springs in Burlington,  NY pri marily for
                  direct  distribution  and  sale to  business  and  residential
                  customers.

                  Revenue Recognition
                  Revenue  from  equipment  rental  is  recognized  based on the
                  period in which it is earned and unearned revenue is re corded
                  for the portion billed in advance. Revenues from product sales
                  are recognized upon delivery to the customer.

                  Loss Per Common Share
                  Loss per share is based upon the  weighted  average  number of
                  shares outstanding during each period. All share and per share
                  amounts  give  effect to a  1-for-25  reverse  stock  split in
                  October,  1996.  Loss per share  represents both the basic and
                  diluted amounts,  since all conversion and exercise of options
                  and warrants  would be  antidilutive  and  therefore not taken
                  into consideration.


                                                         - 6-

<PAGE>



                          ECHO SPRINGS WATER CO., INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)





NOTE 2 -          INVENTORIES
                  -----------

                  Inventories  are  valued at the lower of cost or market on the
                  first-in,  first-out basis and at October 31, 1998 and January
                  31, 1999 consist of the following:

                                                                                       January              October
                                                                                       31, 1999            31, 1998

                  Bottles                                                               $   833            $   833  
          Product held for sale                                                          16,376              15,582
                  Supplies                                                                8,735              10,715
                                                                                         ------              ------
                                                                                        $25,944             $27,130
                                                                                         ======              ======

NOTE 3 -          PROPERTY, PLANT AND EQUIPMENT
                  -----------------------------

                  Property,  plant  and  equipment  are  recorded  at  cost  and
                  depreciated  by the  straight-line  method over the  estimated
                  economic useful lives of the various asset groups ranging from
                  5 - 40 years and consist of the following:

                                                                                      January               October
                                                                                      31, 1999             31, 1998

                  Land                                                              $  150,000           $  150,000
                  Buildings and improvements                                           364,541              364,541
                  Water coolers, bottles and
                   brewers                                                             842,289              842,289
                  Machinery and equipment                                              515,245              509,670
                  Vehicles                                                              10,500               10,500
                  Furniture and fixtures                                                90,610               90,610
                                                                                     ---------            ---------
                                                                                     1,973,185            1,967,610
                  Less: accumulated depreciation
                   and amortization                                                    752,183              712,639
                                                                                     ---------            ---------

                                                                                    $1,221,002           $1,254,971
                                                                                     =========            =========



                                                         - 7-

<PAGE>



                          ECHO SPRINGS WATER CO., INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)



NOTE 4 -          OTHER ASSETS
                  ------------

                  Other  assets at October  31,  1998 and  January  31, 1999 are
                  comprised of the following:

                                                                                        January             October
                                                                                       31, 1999            31, 1998

                  Water rights                                                         $205,000            $205,000
                  Accumulated amortization                                               44,500              43,281
                                                                                        -------             -------
                       Net water rights                                                 160,500             161,719

                  Deposits                                                               35,189              63,858
                  Deferred project costs                                                  1,250                    
                                                                                        -------             -------

                                                                                       $196,939            $225,577
                                                                                        =======             =======


NOTE 5 -          INDEBTEDNESS
                  ------------

                  The Company is currently in default on principal and inter est
                  payments on its debentures and $550,000 of its debt.


NOTE 6 -          INCOME TAXES
                  ------------

                  The Company  files a  consolidated  federal  income tax return
                  with its  subsidiaries.  At October 31,  1998,  the  estimated
                  maximum amount of net operating loss carryforward available to
                  reduce  future  taxable  income is  approximately  $9,152,000,
                  expiring  from 2004 through  2018.  Deferred tax benefits from
                  the use of net operating loss  carryforwards  of approximately
                  $3,112,000 are offset by a  corresponding  amount of valuation
                  allowance  since it is more  likely  than not that all or some
                  portion of the deferred tax asset will not be realized.


                                                         - 8-

<PAGE>



                          ECHO SPRINGS WATER CO., INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 7 -          GOING CONCERN
                  -------------

                  The Company  sustained  losses of $242,592 for the fiscal year
                  ended October 31, 1998 and $230,341 for the three months ended
                  January  31,  1999.  The  Company  had  deficit  net worths of
                  $452,998 at October 31, 1998 and $683,339 at January 31, 1999.
                  In  addition,  the  Company  was in default on  principal  and
                  interest  payments on a portion of its debt.  (Note 5).  These
                  facts raise  substantial  doubt about the Company's ability to
                  continue as a going concern.

                  Considerations  which tend to mitigate  the  question of going
                  concern  include  management's  successful  efforts in raising
                  funds through private  placements,  the ability to renegotiate
                  and restructure long-term financing with major creditors, past
                  and present  efforts to convert debt to equity and the ability
                  to acquire, restructure and develop the bottled water business
                  which  it  believes   will  be  able  to  achieve   profitable
                  operations.   The  Company  intends  to  seek  and  consummate
                  acquisitions  of  companies  in the  bottled  water and allied
                  products business.  No assurance can be given that the Company
                  will be successful in identifying  potential  acquisitions or,
                  if made, that such  acquisitions will have a beneficial effect
                  on the  Company.  The  Company  has no cur rent  agreement  to
                  acquire  any  business or  property,  or intent to acquire any
                  specific business or property. The Company believes that these
                  factors  provide  meaningful  evidence  as  to  the  Company's
                  ability to continue in opera tion for the next fiscal year and
                  support the going  concern  presentation  in the  accompanying
                  consolidated  financial statements in favor of the liquidation
                  basis.  There can be no assurance,  however,  that  management
                  will  continue  to be  able to  raise  sufficient  capital  or
                  convert  existing  debt to  equity  or to  achieve  profitable
                  operations going forward.


                                                         - 9-

<PAGE>



                          ECHO SPRINGS WATER CO., INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

            FOR THE THREE MONTHS ENDED JANUARY 31, 1999 COMPARED WITH

                     THE THREE MONTHS ENDED JANUARY 31, 1998


Gross sales  decreased  $98,799  (23.2%) to $326,465  for the three months ended
January 31, 1999  ("1999")  from $425,264 for the three months ended January 31,
1998  ("1998").   Five-gallon   sales  to  Aramark  Corpo  ration  decreased  by
approximately  $34,000.  Further,  five-gallon  and allied  product sales to and
rental income from the  Company's  regular  customer base fell by  approximately
$22,000, $11,000 and $6,000,  respectively,  largely due to only a nominal sales
and  marketing  effort  by  the  company.   Low-margin   five-gallon   sales  to
distributors  fell by  approximately  $38,000,  due  largely to the loss of five
distributors  as a result of price  competition.  Sales of one gallons,  another
low-margin product,  decreased by approximately  $3,000.  Credits and allowances
and net freight out decreased approximately $7,000 and $6,000, respectively. The
remaining  increase in other income of approximately  $2,000 resulted  primarily
from a higher gain on un claimed or lost customer deposits.

Cost of sales  decreased  $32,154 (19.2%) to $135,164 for 1999 from $167,318 for
1998. Cost of sales, other than  depreciation,  fell 27.4%, due primarily to the
above-noted  reductions  in the  sales of  low-margin  product  lines.  However,
depreciation rose approximately $6,000 in 1999 over 1998, as a result of the new
16.9 ounce bottling line and the improved stock of five-gallon bottles.

Selling,  general and administrative  expenses were $393,357 in 1999 as compared
to  $404,368 in 1998.  Delivery  and  warehouse  costs  increased  approximately
$22,000,  chiefly due to increased  vehicle  rental costs and the addition of an
equipment repair staff. Selling costs fell approximately $20,000, due largely to
reduced  advertising and promo tion expense.  A reduction in Kearny office staff
levels resulted in reduced labor costs of approximately $12,000.

Interest  expense  increased from $18,789 in 1998 to $28,068 in 1999 as a result
of  increased  debt.  Amortization  of other  assets  of $1,219 in 1999 and 1998
related to the  amortization  of water  rights.  Other  income of $1,002 in 1999
related to non-recurring operating items.

The net loss for 1999  increased by $64,495 from $165,846 in 1998 to $230,341 in
1999.

                                                         - 10

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                          ECHO SPRINGS WATER CO., INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                         LIQUIDITY AND CAPITAL RESOURCES

The Company's  primary sources of liquidity have been cash generated from sales,
issuance of common stock,  debentures and installment  debt, and borrowings from
its officers.

During the three  months  ended  January  31,  1999 and 1998,  the  Company  had
negative  cash  flows  from   operating   activities  of  $51,450  and  $87,952,
respectively.  Investing  activities provided cash of $2,471 in 1999,  primarily
from  collections  on  notes  receivable,  and  used  cash of  $32,460  in 1998,
primarily  for the  acquisition  of  property  and  equipment.  The  Company has
financed its operating and investing  activities  during these periods primarily
through the issuance of installment debt and cash on hand.

At January 31, 1999, the Company had a working capital deficiency of $2,196,608.
Short-term credit sources are limited to trade credit on purchases and services.
The report issued by the Company's  accoun tants that  accompanies the Company's
Consolidated  Financial  Statements  for the year ended  October 31, 1998 states
that there is a substantial  doubt about the Company's  ability to continue as a
going concern.

Considerations  which tend to mitigate  the  question of going  concern  include
management's successful efforts in raising funds through private placements, the
ability to renegotiate and restructure long-term financing with major creditors,
past and present  efforts to convert  debt to equity and the ability to acquire,
restructure  and develop the bottled  water  business  which it believes will be
able to achieve profitable operations.

The Company  intends to seek and  consummate  acquisitions  of  companies in the
bottled water and allied products  business.  No assurance can be given that the
Company will be successful in identifying  potential  acquisitions  or, if made,
that such  acquisitions  will have a benefi  cial  effect  on the  Company.  The
Company has no current agreement to acquire any business or property,  or intent
to acquire any specific business or property.

The Company  believes that these factors provide  meaningful  evidence as to the
Company's  ability to continue in operation for the next fiscal year and support
the  going  concern  presentation  in the  accompanying  Consolidated  Financial
Statements  in  favor  of the  liquidation  basis.  There  can be no  assurance,
however, that management will continue to be able to raise sufficient capital or
convert  existing  debt to  equity or to  achieve  profitable  operations  going
forward.

The Company has no plans or commitments for capital expenditures during the next
twelve months other than the ordinary equipment  purchases which are expected to
be funded with additional installment debt. The Company is close to settling its
prior years'  unpaid  payroll  taxes and,  upon  agreement,  intends to pay such
amounts from additional borrowings.

The Company's business is subject to seasonal fluctuation, with summer being the
busiest  season and winter the  slowest.  To date,  seasonality  has not had any
material effect on the Company's financial condition or results of operations.



                                                         - 11-

<PAGE>



                          ECHO SPRINGS WATER CO., INC.




PART II           OTHER INFORMATION


ITEM 1.           Legal Proceedings

                  There have been no new legal  proceedings or material  changes
                  to legal proceedings  during the period from those reported in
                  the Company's Form 10-KSB for the year ended October 31, 1998.

ITEM 5.           Other Events

                  None

ITEM 6.           Exhibits and Reports on Form 8-K

                  a.  Exhibits - Financial Data Schedule

                  b.  Reports on Form 8-K  -  None





                                                         - 12-
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                                   SIGNATURES


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

                          ECHO SPRINGS WATER CO., INC.
                                    (Issuer)



         By       /s/ Michael S. Rakusin           
                  Michael S. Rakusin
                  President


Dated:  March 11, 1999