GREAT PINES WATER CO INC
10QSB/A, 1999-01-20
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                   Form 10-QSB/A


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

For the quarterly period ended            September 30, 1998                  
                               -----------------------------------------------
(  )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from                       to 
                               ----------------------   ----------------------

Commission file number               1-12130                              
                      ----------------------------------------------------

                         Great Pines Water Company, Inc.
        ----------------------------------------------------------------- 
        (Exact name of small business issuer as specified in its charter) 

                   Texas                                   76-0203752     
       -------------------------------                 -------------------
       (State or other jurisdiction of                  (I.R.S. Employer  
        incorporation or organization)                 Identification No.)

       600 N. Shepherd, Suite #303 Houston, Texas           77007         
       -------------------------------------------------------------------
        (Address of Principal executive offices)          (Zip Code)      

      (Issuer's telephone Number)      (713) 864-6688                     
                                 -----------------------------------------


   --------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                     report)

     Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of 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.  
  x   YES           NO                 
- -----         -----                    

                 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to 
be filed by Section 12, 13 or 15(d) of the Exchange Act after the 
distribution of securities under a plan confirmed by a court.
      YES           NO                 
- -----         -----                    

                        APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes 
of common equity, as of the latest practicable date:   

 Class                             Outstanding as of September 30, 1998        
- -------------------------------------------------------------------------------
(Common stock, $.01 per value)                2,614,104 Shares  

<PAGE>

Great Pines Water Company, Inc. is filing this Form 10-QSB/A for the 
quarterly period ended September 30, 1998 to add a disclosure on year 2000 
issues.  The following section should be inserted at the end of Part I. Item 
2. Management's Discussion and Analysis of Financial Condition and Results of 
Operations.

PART I - FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
        RESULTS OF OPERATIONS

IMPACT OF THE YEAR 2000

The Year 2000 Issue is the result of computer programs having been written 
using two digits rather than four to define the applicable year.  Any 
computer programs that have date-sensitive software may recognize a date 
using "00" as the year 1900 rather than the year 2000.  This could result in 
a system failure or miscalculations causing disruptions of operations, 
including, among other things, a temporary inability to process transactions, 
send invoices, or engage in similar normal business activities.  The Company 
has reviewed its accounting system and determined that it is Year 2000 
compliant.

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<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.

                                   Great Pines Water Company, Inc.

Date: JANUARY 20, 1999             By:    KEVIN F. VIGNEAUX                    
                                       ----------------------------------------

                                   Kevin F. Vigneaux
                                   Chief Financial Officer and Treasurer   
                                   (Principal Financial and Accounting Officer)


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