SARATOGA BEVERAGE GROUP INC
10QSB/A, 2000-05-24
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C 20549


                            FORM 10-QSB/A (Number 2)

              (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                ( )TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                                THE EXCHANGE ACT
                    FOR THE TRANSITION PERIOD FROM ____TO ___

                        COMMISSION FILE NUMBER 33-62038NY


                          SARATOGA BEVERAGE GROUP, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


                        DELAWARE                     14-1749554
                        --------                     ----------
         (STATE OR OTHER JURISDICTION         (IRS EMPLOYER ID NUMBER)
         OF INCORPORATION OR ORGANIZATION)


            1000 AMERICAN SUPERIOR BLVD, WINTER HAVEN, FLORIDA 33844
                    (Address of principal place of business)


                                 (863) 299-6915
                           (issuer's telephone number)

CHECK WHETHER ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR
15(d) FOR THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER PERIOD
THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT
TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                                   YES X   NO


STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY, AS OF THE LATEST PRACTICABLE DATE:

     COMMON STOCK - 5,521,561 SHARES OF CLASS A COMMON STOCK, $.01 PAR VALUE,
          AND 522,955 SHARES OF CLASS B COMMON STOCK, $.01 PAR VALUE,
                      WERE OUTSTANDING AS OF APRIL 11, 2000

            TRADITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

                                   YES   NO X


                         THIS DOCUMENT CONTAINS 3 PAGES



<PAGE>



                                EXPLANATORY NOTE


This amendment to the Form 10-QSB corrects certain typographical errors set
forth in the Financial Data Schedule.


<PAGE>



                                   SIGNATURES


IN ACCORDANCE WITH THE REQUIREMENTS OF THE EXCHANGE ACT, THE REGISTRANT CAUSED
THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREINTO DULY
AUTHORIZED.


                                    SARATOGA BEVERAGE GROUP, INC.
                                    -----------------------------
                                            (REGISTRANT)



DATE:  MAY 24, 2000                 BY:  /S/  ROBIN PREVER
                                         -------------------------
                                         ROBIN PREVER
                                         CHIEF EXECUTIVE OFFICER




DATE: MAY 24, 2000                  BY:  /S/  KIM JAMES
                                         -------------------------
                                         KIM JAMES
                                         CHIEF FINANCIAL OFFICER


























<PAGE>





                               INDEX TO EXHIBITIS

EXHIBIT                                                   NO.
- -------                                                   ---

Financial data schedule                                  27.1
















<TABLE> <S> <C>

<PAGE>



<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the March
31, 2000 Financial Statements and is qualified in its entirety by reference to
such financial statements.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                              JAN-1-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                         428,660
<SECURITIES>                                         0
<RECEIVABLES>                                7,651,980
<ALLOWANCES>                                   438,243
<INVENTORY>                                  9,827,440
<CURRENT-ASSETS>                            17,656,628
<PP&E>                                      10,712,881
<DEPRECIATION>                               2,847,137
<TOTAL-ASSETS>                              45,129,376
<CURRENT-LIABILITIES>                        7,151,551
<BONDS>                                     23,609,510
                                0
                                          0
<COMMON>                                        60,585
<OTHER-SE>                                  13,796,283
<TOTAL-LIABILITY-AND-EQUITY>                45,129,376
<SALES>                                     13,875,139
<TOTAL-REVENUES>                            13,875,139
<CGS>                                       10,123,932
<TOTAL-COSTS>                               10,123,932
<OTHER-EXPENSES>                             3,009,083
<LOSS-PROVISION>                               157,080
<INTEREST-EXPENSE>                             573,456
<INCOME-PRETAX>                                201,950
<INCOME-TAX>                                    85,000
<INCOME-CONTINUING>                            116,950
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   116,950
<EPS-BASIC>                                        .02<F1>
<EPS-DILUTED>                                      .02
<FN>
<F1>The amount is reported as EPS basic, not EPS primary.
</FN>






</TABLE>


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