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                                                          UNITED STATES
                                               SECURITIES AND EXCHANGE COMMISSION
                                                     WASHINGTON, D.C. 20549
  
                                                            FORM 8-K
  
                                                         CURRENT REPORT
  
                                                 Pursuant to Section 13 or 15(d)
                                           of The Securities Exchange Act of 1934
  
  
  
  
  Date of Report (Date of Earliest Event Reported) February 11, 1997
  
  
  
  
  
                                                  Echo Springs Water Co., Inc.
                                   (Name of Small Business Issuer in its Charter)
  
     New York                           33-30980             16-1433379
  (State or other            (Commission)       (I.R.S. Employer
  jurisdiction of            File Number)        Identification No.)
  incorporation)
  
  
  
        Building 100A, Hackensack Avenue, Kearny, NJ  07032
          (Address of principal executive offices)   (Zip Code)
  
  
  
  Issuer's telephone number, including area code  (201) 465-5151
  
  
  
  
  
  
  <PAGE>
  
  
                                                 Page 2 of 3
  
  
  
  
  Item 5.  Other Events.
  
  In February,  1997,  Echo Springs Water Co., Inc.  (the  "Company")  concluded a
  private  placement  of 400,000  shares of its  common  stock,  par value  $.0001
  ("Common Stock") at $1.00 per share,  for gross proceeds of $400,000.00,  to two
  investors,  each an "accredited  investor" within the meaning of Regulation D of
  the Securities  Act of 1933, as amended (the "Act").  The issuance of the shares
  of Common Stock was exempt from the registration  provision of the Act by reason
  of Section 4(2) thereof.
  
  
  Item 9.  Sales of Equity Securities Pursuant to Regulation S.
  
  On February  11,  1997,  the Company  concluded a private  placement  of 200,000
  shares  of  its  Common  Stock  at  $1.00  per  share,  for  gross  proceeds  of
  $200,000.00,  in an  offering  conducted  pursuant to Rule 903 of  Regulation  S
  promulgated  under the Act. U.S.  Milestone  Corporation  acted as a distributor
  within the meaning of Rule 902(c) of Regulation S and was  compensated  directly
  by the investor.  The issuance of the shares of Common Stock was exempt from the
  registration provision of the Act by reason of Section 4(2) thereof.
  
  
  
  
  <PAGE>
  
  
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                                                      SIGNATURES
  
           Pursuant to the requirements of The Securities Exchange Act of 1934, as
  amended, Echo Springs Water Co., Inc. has caused this report to be signed on its
  behalf by the undersigned, hereunto duly authorized.
  
  Dated: February 26, 1997
  
  
                            ECHO SPRINGS WATER CO., INC.
  
  
                             By: /s/ Michael S. Rakusin
                                 Michael S. Rakusin
                                  President
  
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 3006}]
metadata_filer: {"company-data": {"conformed-name": "ECHO SPRINGS WATER CO INC", "cik": "0000826144", "assigned-sic": "5140", "irs-number": "333305264", "state-of-incorporation": "NY", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17872", "film-number": "97543817"}, "business-address": {"street1": "HACKENSACK AVE BLDG 100A", "street2": "DROSS BLDG", "city": "KERNY", "state": "NJ", "zip": "07032", "phone": "2014655151"}, "mail-address": {"street1": "BUILDING 100A", "street2": "HACKENSACK AVE", "city": "KEARNY", "state": "NJ", "zip": "07032"}, "former-company": [{"former-conformed-name": "GRUDGE MUSIC GROUP INC /NY/", "date-changed": "19920703"}, {"former-conformed-name": "GRUDGE MUSIC GROUP INC", "date-changed": "19911209"}, {"former-conformed-name": "COMPASS DISTRIBUTING INC", "date-changed": "19890726"}]}
text: Page 1 of 3
  
                                                          UNITED STATES
                                               SECURITIES AND EXCHANGE COMMISSION
                                                     WASHINGTON, D.C. 20549
  
                                                            FORM 8-K
  
                                                         CURRENT REPORT
  
                                                 Pursuant to Section 13 or 15(d)
                                           of The Securities Exchange Act of 1934
  
  Date of Report (Date of Earliest Event Reported) February 11, 1997
  
                                                  Echo Springs Water Co., Inc.
                                   (Name of Small Business Issuer in its Charter)
  
     New York                           33-30980             16-1433379
  (State or other            (Commission)       (I.R.S. Employer
  jurisdiction of            File Number)        Identification No.)
  incorporation)
  
        Building 100A, Hackensack Avenue, Kearny, NJ  07032
          (Address of principal executive offices)   (Zip Code)
  
  Issuer's telephone number, including area code  (201) 465-5151
  Page 2 of 3
  
  Item 5.  Other Events.
  
  In February,  1997,  Echo Springs Water Co., Inc.  (the  "Company")  concluded a
  private  placement  of 400,000  shares of its  common  stock,  par value  $.0001
  ("Common Stock") at $1.00 per share,  for gross proceeds of $400,000.00,  to two
  investors,  each an "accredited  investor" within the meaning of Regulation D of
  the Securities  Act of 1933, as amended (the "Act").  The issuance of the shares
  of Common Stock was exempt from the registration  provision of the Act by reason
  of Section 4(2) thereof.
  
  Item 9.  Sales of Equity Securities Pursuant to Regulation S.
  
  On February  11,  1997,  the Company  concluded a private  placement  of 200,000
  shares  of  its  Common  Stock  at  $1.00  per  share,  for  gross  proceeds  of
  $200,000.00,  in an  offering  conducted  pursuant to Rule 903 of  Regulation  S
  promulgated  under the Act. U.S.  Milestone  Corporation  acted as a distributor
  within the meaning of Rule 902(c) of Regulation S and was  compensated  directly
  by the investor.  The issuance of the shares of Common Stock was exempt from the
  registration provision of the Act by reason of Section 4(2) thereof.
  Page 3 of 3
  
                                                      SIGNATURES
  
           Pursuant to the requirements of The Securities Exchange Act of 1934, as
  amended, Echo Springs Water Co., Inc. has caused this report to be signed on its
  behalf by the undersigned, hereunto duly authorized.
  
  Dated: February 26, 1997
  
                            ECHO SPRINGS WATER CO., INC.
  
                             By: /s/ Michael S. Rakusin
                                 Michael S. Rakusin
                                  President