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  Securities
         Exchange Act of 1934, for the quarterly period ended April 30, 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 April 30, 1999

Common stock, $.0001 par value       4,372,149 shares

Transitional Small Business Disclosure Format     Yes             No   X


<PAGE>

                          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 -
         April 30, 1999 and October 31, 1998                            3

         Consolidated Statements of Operations -
         Three months ended April 30, 1999 and 1998                     4

         Consolidated Statements of Operations -
         Six months ended April 30, 1999 and 1998                       5

         Consolidated Statements of Cash Flows -
         Six months ended April 30, 1999 and 1998                       6

         Notes to Consolidated Financial Statements                    7-10

         Management's Discussion and Analysis of Financial
          Condition and Results of Operations                          11-13

PART II.          OTHER INFORMATION

         Item 1.  Legal Proceedings                                   14
         Item 5.  Other Events                                        14
         Item 6.  Exhibits and Reports on Form 8-K                    14

Signatures                                                            15


<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                          ECHO SPRINGS WATER CO., INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS
                                                                                       April 30,            October 31,
                                                                                         1999                   1998
Current assets:
 Cash                                                                                 $   27,463             $   18,848
 Accounts receivable - net of allowance
  for doubtful accounts of $14,000 in
  1999 and $29,000 in 1998                                                               217,838                313,713
 Notes receivable, current portion                                                        42,271                 43,331
 Inventories                                                                              20,906                 27,130
 Prepaid expenses                                                                         62,580                 18,469
                                                                                       ---------              ---------
         Total current assets                                                            371,058                421,491

Notes receivable, net of current portion                                                  87,606                102,936

Property, plant and equipment - net                                                    1,181,656              1,254,971

Other assets                                                                             274,014                225,577
                                                                                       ---------              ---------

         TOTAL ASSETS                                                                 $1,914,334             $2,004,975
                                                                                       =========              =========

                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
 Installment debt                                                                     $1,125,000             $1,050,000
 Debentures                                                                               25,000                 25,000
 Accounts payable and accrued expenses                                                 1,046,133              1,053,182
 Customer deposits                                                                       313,800                317,200
 Unearned revenues                                                                        11,372                 12,591
                                                                                       ---------              ---------
         Total current liabilities                                                     2,521,305              2,457,973
                                                                                       ---------              ---------

Shareholders' equity (deficiency):
 Common stock, $.0001 par value,
  75,000,000 shares authorized; issued
  and outstanding 4,372,149 shares in
  1999 and 3,822,149 shares in 1998                                                          437                    382
 Additional paid-in capital                                                            9,042,859              8,792,884
 Accumulated deficit                                                                  (9,650,267)            (9,246,264)
                                                                                       ---------              ---------
         Total shareholders'
          equity (deficiency)                                                           (606,971)              (452,998)
                                                                                       ---------              ---------

         TOTAL LIABILITIES AND SHAREHOLDERS'
          EQUITY (DEFICIENCY)                                                         $1,914,334             $2,004,975
                                                                                       =========              =========




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

                                                         - 3 -

<PAGE>



                          ECHO SPRINGS WATER CO., INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      FOR THE THREE MONTHS ENDED APRIL 30,
                                   (UNAUDITED)


                                                                                    1999                        1998
                                                                                    ----                        ----

Revenues:
 Gross sales                                                                  $   351,317                 $   482,814
 Credits and allowances                                                              (617)                     (4,683)
 Freight out                                                                                                   (7,337)
 Other income                                                                        (510)                      2,737
                                                                               ----------                  ----------
                                                                                  350,190                     473,531
                                                                               ----------                  ----------

Costs and expenses:
 Cost of sales                                                                    131,150                     154,557
 Selling, general and
  administrative                                                                  360,599                     443,254
 Interest                                                                          30,854                      24,303
 Amortization of other assets                                                       1,219                       1,219
 Other expenses (income) - net                                                         30                          40
 Gain on disposal of assets                                                                                      (857)
                                                                               ----------                  ----------
         Total costs and expenses                                                 523,852                     622,516
                                                                               ----------                  ----------

Net loss                                                                      $  (173,662)                $  (148,985)
                                                                               ==========                  ==========

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

Weighted average shares outstanding                                             4,105,482                   3,822,149
                                                                               ==========                  ==========








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



                                                         - 4 -

<PAGE>



                          ECHO SPRINGS WATER CO., INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                       FOR THE SIX MONTHS ENDED APRIL 30,
                                   (UNAUDITED)


                                                                                    1999                        1998
                                                                                    ----                        ----

Revenues:
 Gross sales                                                                  $   679,502                 $   924,812
 Credits and allowances                                                            (2,210)                    (13,133)
 Freight out                                                                                                  (14,872)
 Other income                                                                        (637)                      1,988
                                                                               ----------                  ----------
                                                                                  676,655                     898,795
                                                                               ----------                  ----------

Costs and expenses:
 Cost of sales                                                                    266,313                     321,875
 Selling, general and
  administrative                                                                  753,957                     847,622
 Interest                                                                          58,922                      43,092
 Amortization of other assets                                                       2,438                       2,438
 Other expenses (income) - net                                                       (972)                         40
 Gain on disposal of assets                                                                                    (1,441)
                                                                               ----------                  ----------
         Total costs and expenses                                               1,080,658                   1,213,626
                                                                               ----------                  ----------

Net loss                                                                      $  (404,003)                $  (314,831)
                                                                               ==========                  ==========

Net loss per share                                                            $      (.10)                $      (.08)
                                                                               ==========                  ==========

Weighted average shares outstanding                                             3,963,816                   3,822,149
                                                                               ==========                  ==========








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



                                                         - 5 -

<PAGE>
                          ECHO SPRINGS WATER CO., INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       FOR THE SIX MONTHS ENDED APRIL 30,
                                   (UNAUDITED)


                                                                                   1999                        1998
                                                                                   ----                        ----

Operating activities:
 Net loss                                                                       $(404,003)                  $(314,831)
 Adjustments to reconcile net loss to
  net cash used by operating
   activities -
  Depreciation and amortization                                                    81,552                      72,609
  Gain on disposal of assets                                                                                   (1,441)
  Provision for doubtful accounts                                                 (15,000)                     (2,000)
  Changes in assets and liabilities -
   Accounts receivable                                                            110,875                     (33,101)
   Inventories                                                                      6,224                     (10,964)
   Prepaid expenses                                                               (44,111)                    (56,910)
   Other assets                                                                    28,669                        (983)
   Accounts payable and accrued
    expenses                                                                       (7,049)                     (6,410)
   Customer deposits                                                               (3,400)                     10,600
   Unearned revenues                                                               (1,219)                     (1,230)
                                                                                 --------                    --------
         Net cash used by
          operating activities                                                   (247,462)                   (344,661)
                                                                                 --------                    --------

Investing activities:
 Capital expenditures                                                              (5,799)                    (70,687)
 Collections on notes receivable                                                   16,390                      11,250
 Proceeds from disposal of assets                                                                               1,441
 Deferred project costs                                                           (79,544)
                                                                                 --------                    --------
         Net cash used by
          investing activities                                                    (68,953)                    (57,996)
                                                                                 --------                    --------

Financing activities:
 Proceeds from issuance of
   common stock                                                                   250,030
 Increase in installment debt                                                     210,000                     540,000
 Repayment of installment debt                                                   (135,000)                    (83,000)
 Deferred public offering costs                                                                                (1,454)
                                                                                 --------                    --------
         Net cash provided by
      financing activities                                                        325,030                     455,546
                                                                                 --------                    --------

Net increase in cash                                                                8,615                      52,889

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

CASH - ENDING                                                                   $  27,463                   $ 223,177
                                                                                 ========                    ========

SUPPLEMENTAL INFORMATION:
 Interest         paid                                                          $   5,161                   $  14,274

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

                                                         - 6 -

<PAGE>
                          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 necessary for a fair
                  statement  of the  results for  interim  periods.  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 primarily 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 recorded
                  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.   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.


                                                         - 7 -

<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 April
                  30, 1999 consist of the following:

                                                                                           April                 October
                                                                                         30, 1999               31, 1998

                  Bottles                                                                           $   731      $   833
          Product held for sale                                                            12,907                 15,582
                  Supplies                                                                  7,268                 10,715
                                                                                           ------                 ------
                                                                                          $20,906                $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:

                                                                                          April                  October
                                                                                        30, 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                                                515,469                 509,670
                  Vehicles                                                                10,500                  10,500
                  Furniture and fixtures                                                  90,610                  90,610
                                                                                       ---------               ---------
                                                                                       1,973,409               1,967,610
                  Less: accumulated depreciation
                   and amortization                                                      791,753                 712,639
                                                                                       ---------               ---------

                                                                                      $1,181,656              $1,254,971
                                                                                       =========               =========



                                                         - 8 -

<PAGE>



                          ECHO SPRINGS WATER CO., INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)



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

                  Other  assets at  October  31,  1998 and  April  30,  1999 are
                  comprised of the following:

                                                                                           April                 October
                                                                                         30, 1999               31, 1998

                  Water rights                                                           $205,000               $205,000
                  Accumulated amortization                                                 45,719                 43,281
                                                                                          -------                -------
                       Net water rights                                                   159,281                161,719

                  Deposits                                                                 35,189                 63,858
                  Deferred project costs                                                   79,544
                                                                                          -------                -------

                                                                                         $274,014               $225,577
                                                                                          =======                =======


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

                  The Company is currently in default on principal  and interest
                  payments on its debentures and $1,050,000 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.


                                                         - 9 -

<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  $404,003 for the six months ended
                  April 30, 1999. The Company had deficit net worths of $452,998
                  at  October  31,  1998 and  $606,971  at April  30,  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  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.


                                                         - 10 -

<PAGE>



                          ECHO SPRINGS WATER CO., INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

              FOR THE SIX MONTHS ENDED APRIL 30, 1999 COMPARED WITH

                       THE SIX MONTHS ENDED APRIL 30, 1998


Gross sales  decreased  $245,310  (26.5%) to $679,502  for the six months  ended
April 30, 1999  ("1999")  from  $924,812 for the six months ended April 30, 1998
("1998").  Five-gallon sales to Aramark  Corporation  decreased by approximately
$88,000. Further, five-gallon and allied product sales to and rental income from
the Company's regular customer base fell by approximately  $53,000,  $23,000 and
$14,000, respectively,  largely due to only a nominal sales and marketing effort
by the Company. Low-margin five-gallon and one-gallon sales to distributors fell
by approximately  $62,000 and $5,000,  respectively,  due largely to the loss of
five distributors as a result of price  competition.  Credits and allowances and
net freight out decreased approximately $11,000 and $12,000, respectively.

Cost of sales  decreased  $55,562 (17.3%) to $266,313 for 1999 from $321,875 for
1998. Cost of sales, other than  depreciation,  fell 24.4%, due primarily to the
above-noted reductions in sales. However, depreciation rose approximately $7,000
in 1999 over 1998, primarily 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 $753,957 in 1999 as compared
to  $847,622 in 1998.  Delivery  and  warehouse  costs  increased  approximately
$25,000,  as increased vehicle rental costs and additional  warehouse staff were
only partially  offset by reduced  maintenance  and repairs.  Selling costs fell
approximately $36,000, due largely to declines in both advertising and promotion
expense  and bad debt  expense.  A  reductions  in Kearny  office  staff  levels
resulted in reduced labor costs of approximately $19,000.  Professional fees and
travel and entertainment fell by approximately $50,000 and $6,000, respectively.

Interest  expense  increased from $43,092 in 1998 to $58,922 in 1999 as a result
of  increased  debt.  Amortization  of other  assets  of $2,438 in 1999 and 1998
related  to the  amortization  of water  rights.  Other  income  of $972 in 1999
related to non-recurring operating items.

The net loss for 1999  increased by $89,172 from $314,831 in 1998 to $404,003 in
1999.

                                                         - 11 -

<PAGE>



                          ECHO SPRINGS WATER CO., INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

             FOR THE THREE MONTHS ENDED APRIL 30, 1999 COMPARED WITH

                      THE THREE MONTHS ENDED APRIL 30, 1998


Gross sales  decreased  $131,497  (27.2%) to $351,317 for the three months ended
April 30, 1999  ("1999") from $482,814 for the three months ended April 30, 1998
("1998").  Five-gallon sales to Aramark  Corporation  decreased by approximately
$54,000. Further, five-gallon and allied product sales to and rental income from
the Company's regular customer base fell by approximately  $31,000,  $12,000 and
$8,000,  respectively,  largely due to only a nominal sales and marketing effort
by the Company. Low-margin five-gallon and one-gallon sales to distributors fell
by approximately  $24,000 and $2,000,  respectively,  due largely to the loss of
five distributors as a result of price competition. While credits and allowances
and net freight out  decreased  approximately  $4,000 and $7,000,  respectively,
other  income  declined  approximately  $3,000,  primarily  from a lower gain on
unclaimed or lost customer deposits.

Cost of sales  decreased  $23,407 (15.1%) to $131,150 for 1999 from $154,557 for
1998. Cost of sales, other than  depreciation,  fell 20.9%, due primarily to the
above-noted reductions in sales. However, depreciation rose approximately $2,000
in 1999 over 1998,  primarily as a result of the improved  stock of  five-gallon
bottles.

Selling,  general and administrative  expenses were $360,599 in 1999 as compared
to  $443,254 in 1998.  Delivery  and  warehouse  costs  increased  approximately
$2,000,  as increased  vehicle rental costs and additional  warehouse staff were
partially  offset  by  reduced  maintenance  and  repairs.  Selling  costs  fell
approximately $15,000, due largely to declines in both advertising and promotion
expense and bad debt expense. A reduction in Kearny office staff levels resulted
in reduced labor costs of approximately $8,000. Professional fees and travel and
entertainment fell by approximately $53,000 and $5,000, respectively.

Interest  expense  increased from $24,303 in 1998 to $30,854 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.

The net loss for 1999  increased by $24,677 from $148,985 in 1998 to $173,662 in
1999.

                                                         - 12 -

<PAGE>



                          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 six months  ended April 30, 1999 and 1998,  the Company had  negative
cash flows from  operating  activities of $247,462 and  $344,661,  respectively.
Investing  activities  used cash of  $68,953  in 1999,  primarily  for  deferred
project costs,  and used cash of $57,996 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 common stock
and installment debt and cash on hand.

At April 30, 1999, the Company had a working  capital  deficiency of $2,150,247.
Short-term credit sources are limited to trade credit on purchases and services.
The report issued by the Company's  accountants  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 beneficial 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.



                                                         - 13 -
</TABLE>

<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





                                                         - 14 -

<PAGE>






                                   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:  May 28, 1999
                                                         - 15 -

<PAGE>






                                   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
              Michael S. Rakusin
                  President


Dated:  June   , 1998




                                         - 15 -