SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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)  March 2, 2005
                                                 ---------------


                       UNIVERSAL FOOD AND BEVERAGE COMPANY
               (Exact Name of Registrant as Specified in Charter)


            Nevada                     000-27853                 86-0913555
-------------------------------       ------------          -------------------
(State or Other Jurisdiction of       (Commission             (IRS Employer
        Incorporation)                File Number)          Identification No.)


3830 Commerce Drive, St. Charles, Illinois                  60174
------------------------------------------     ---------------------------------
(Address of Principal Executive Offices)                  (Zip Code)


Registrant's telephone number, including area code     630-584-8670
                                                      --------------

                             Cardinal Minerals, Inc.
          -------------------------------------------------------------
             2950 E. Flamingo Road, Suite B, Las Vegas, Nevada 89121
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

THIS CURRENT REPORT ON FORM 8-K MAY CONTAIN STATEMENTS, ESTIMATES OR PROJECTIONS
THAT CONSTITUTE  "FORWARD-LOOKING  STATEMENTS" WITHIN THE MEANING OF SECTION 27A
OF THE  SECURITIES  ACT AND SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934
(THE  "EXCHANGE  ACT").  GENERALLY,  THE WORDS  "BELIEVE,"  "EXPECT,"  "INTEND,"
"ESTIMATE,"  "ANTICIPATE,"  "PROJECT," "WILL" AND SIMILAR  EXPRESSIONS  IDENTIFY
FORWARD-LOOKING  STATEMENTS,  WHICH  GENERALLY ARE NOT HISTORICAL IN NATURE.  IN
PARTICULAR,  THIS REPORT  CONTAINS  STATEMENTS  CONCERNING THE STATUS OF THE IWG
ACQUISITION,  PROSPECTS OF OTHER ACQUISITIONS,  RESULTS OF OPERATIONS, FINANCIAL
AND BUSINESS PROJECTIONS ,AND PRODUCT DEVELOPMENT AND MARKETING. FORWARD-LOOKING
STATEMENTS  ARE  SUBJECT TO CERTAIN  RISKS AND  UNCERTAINTIES  THAT COULD  CAUSE
ACTUAL  RESULTS  TO  DIFFER   MATERIALLY   FROM  OUR  PRESENT   EXPECTATIONS  OR
PROJECTIONS.  THESE RISKS  INCLUDE,  BUT ARE NOT LIMITED TO,  ACCEPTANCE  OF THE
COMPANY'S  PRODUCTS IN THE MARKETPLACE;  CHANGES IN THE NON-ALCOHOLIC  BEVERAGES
BUSINESS  ENVIRONMENT,  INCLUDING ACTIONS OF COMPETITORS AND CHANGES IN CONSUMER
PREFERENCES;  ADVERSE WEATHER CONDITIONS; OUR ABILITY TO FINANCE EXPANSION PLANS
AND  GENERAL   OPERATING   ACTIVITIES;   REGULATORY  AND  LEGAL   CHANGES;   THE
EFFECTIVENESS  OF OUR  ADVERTISING AND MARKETING  PROGRAMS;  FLUCTUATIONS IN THE
COST AND AVAILABILITY OF RAW MATERIALS; DEPENDENCE UPON THIRD-PARTY VENDORS; OUR
ABILITY TO ACHIEVE EARNINGS FORECASTS;  INTEGRATION OF ACQUISITIONS;  ABILITY TO
SUSTAIN AND MANAGE GROWTH; AND CHANGES IN ECONOMIC AND POLITICAL CONDITIONS. YOU
SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS,  WHICH SPEAK ONLY
AS OF THE DATE THEY ARE MADE.  THE COMPANY  UNDERTAKES NO OBLIGATION TO PUBLICLY
UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS.

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         The Registrant, formerly known as Cardinal Minerals, Inc., is now known
as Universal Food and Beverage Company, a Nevada corporation (the "Company"), as
a result of the name change on March 2, 2005.

         On  September  28,  2004,  the Company  entered  into a Share  Purchase
Agreement and Plan of Reorganization,  as amended ("Reorganization  Agreement"),
with Universal Food and Beverage Company, a Delaware  corporation  ("UFB"),  and
its  shareholders,  for the  exchange  of all the  outstanding  shares and other
rights with  respect to UFB common  stock for shares of common  stock,  $.01 par
value, of the Company.

         As of March 2, 2005, as a result of the share  exchange,  the following
agreements of UFB are now material  definitive  agreements of the Company:

      o     The employment agreements between UFB and each of Duane Martin, Marc
            Fry, Ralph Passino,  Joseph Balistreri and Charles Sizer, each dated
            as of September 1, 2004, and more fully  described below under "Item
            2.01   Completion  of   Acquisition   or  Disposition  of  Assets  -
            Management."

      o     The option agreement  between UFB and  Independence  Water Group, or
            IWG, dated as of September 1, 2004, and more fully  described  below
            under "Item 2.01  Completion of  Acquisition  of Assets - Summary of
            Our Business After the Merger - IWG Option."

      o     The asset  purchase  agreement and real estate  purchase  agreement,
            each dated as of  February  28,  2005,  between UFB and IWG, as more
            fully  described  below under "Item 2.01  Completion of  Acquisition
            Assets - Summary of Our Business  After the Merger - Acquisition  of
            the IWG Water Bottling Assets."

      o     The common stock purchase warrants,  each dated as of March 2, 2005,
            between the Company and certain individual  warrantholders,  as more
            fully  described below under "Item 2.01 Completion of Acquisition or
            Disposition of Assets."

                                       1
<PAGE>

         Copies of the  employment  agreements,  option  agreement  and purchase
agreements, and the form of common stock purchase warrant, are filed as exhibits
to this Form 8-K.

ITEM 2.01         COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

         On March 2, 2005, the Company completed the share exchange with the UFB
shareholders contemplated by the Reorganization Agreement.

         Immediately  prior to the share  exchange,  the Company  effected a one
(1)-for  ten (10)  reverse  stock  split for its  shares of  common  stock  then
outstanding resulting in 2,679,209 shares remaining (described in Section 3.03).

         On  March  2,  2005,  as a  result  of the  share  exchange  and  other
transactions contemplated by the Reorganization Agreement and accounting for the
reverse  split:

      o     UFB became a wholly owned subsidiary of the Company,

      o     the former UFB  shareholders  collectively  were  issued  24,634,345
            shares  of the  Company's  common  stock  and now own  approximately
            90.19%  of the  27,313,554  issued  and  outstanding  shares  of the
            Company's common stock, and

      o     the  outstanding  rights,  warrants  and  options  to  acquire up to
            13,184,345  shares of UFB common stock became  rights,  warrants and
            options to acquire up to 13,184,345  shares of the Company's  common
            stock, including common stock purchase warrants for 5,984,345 shares
            of the  Company's  common  stock,  and  rights  of  IWG  to  acquire
            6,000,000  shares of the  Company's  common  stock on a  one-for-one
            basis on the same economic terms.

         Each  share of the  Company's  common  stock  issued to the  former UFB
shareholders in connection with the share exchange was issued under an exemption
from registration  under Section 4(2), of the Securities Act of 1933, as amended
("Securities  Act").  As such,  the shares of Company common stock issued to the
former UFB shareholders are "restricted"  shares, and the holder thereof may not
sell,  transfer or otherwise dispose of such shares without  registration  under
the Securities Act or an exemption.  The former UFB shareholders do not have any
registration rights for the shares received in the share exchange.

         As referenced above, as a result of the exchange,  certain common stock
purchase  warrants  of UFB  became  warrants  to  purchase  common  stock of the
Company.  These  warrants are  exercisable  for an aggregate  total of 5,984,345
shares of our common stock.  Each common stock purchase warrant gives the holder
the right to purchase one (1) share of our common stock at an exercise  price of
$2.00 per share through May 31, 2005, and $2.50 per share from and after June 1,
2005, until the warrant expires on March 2, 2006.

         The trading symbol of the common stock of the post-exchange  Company is
now UFBV.

         Immediately  prior  to the  share  exchange,  the  Company's  directors
appointed Duane N. Martin as a director and the new chief  executive  officer of
the  Company,  Marc C. Fry as a director  and new  president  of the Company and
Ralph Passino as the new vice president,  chief financial  officer and secretary
of the Company.  The Company's other directors and officers  resigned from their
positions as of the  effectiveness  of the share exchange.  See below under Item
5.01, "Changes in Control of the Registrant".

         As a result of the share  exchange,  the business of UFB has become the
business of the Company.

                                       2
<PAGE>

SUMMARY OF OUR BUSINESS AFTER THE MERGER

         Unless the context requires  otherwise,  all references to "we," "our,"
or "us" or the "Company" are to Universal  Food and Beverage  Company,  a Nevada
corporation, formerly known as Cardinal Minerals, Inc.

General

      o     Through our wholly-owned  Delaware  subsidiary,  we currently manage
            the  operations of certain water bottling  equipment,  buildings and
            water rights in Independence,  Virginia owned by Independence  Water
            Group, LLC, or IWG.

      o     Through our wholly-owned  subsidiary,  we have agreements to acquire
            the  assets  used in the  water  bottling  business,  together  with
            certain  improved  land,  from  IWG.  We expect  to  complete  these
            acquisitions in the first quarter of 2005. We will pay approximately
            $5.5  million for the water  bottling  business  assets,  in Company
            common stock and cash.

      o     Our  strategy is to become a leading  manufacturer  and  marketer of
            healthy and "value-added"  food and beverage  products.  Our primary
            goal is to develop innovative  products and packaging for direct and
            private label sale and to distribute  products both domestically and
            internationally.  We will also develop,  test and perfect processing
            and packaging systems to provide contract manufacturing services, as
            well as develop new products and improve product quality.

      o     We   additionally   intend  to   identify   and  pursue   additional
            acquisitions of other water bottling businesses and product lines in
            the United  States and Canada in order to implement  our strategy of
            expanding capacity, sales and product offerings.

Our  principal  executive  offices  are at 3830  Commerce  Drive,  St.  Charles,
Illinois 60174. Our telephone number is (630) 584-8670.

The Management Agreement


         We have an agreement  with IWG to operate and manage its water bottling
business in Independence,  Virginia.  The management  agreement  requires us to,
among other things:

      o     manage the day to day operations of the water bottling  business and
            the related improved land;

      o     conduct,  direct and supervise the water  bottling  business and its
            operating and maintenance activities;

      o     obtain  all  necessary   operating   permits  and  comply  with  all
            environmental and other regulatory matters; and

      o     market and sell the products of the water bottling business.

         We are  responsible  for all  expenses  of the  operation  of the water
bottling  business,  including all employee costs,  current debt service and all
normal and regular recurring,  operating  expenses for the production,  delivery
and sale of the products, such as well maintenance, materials, shipping, etc. We
are responsible for these expenses  without regard to the revenues  generated by
the water bottling  business,  though we receive all proceeds from product sales
of the water bottling business.

                                       3
<PAGE>

IWG Option

     As part of the  management  agreement,  we granted IWG an option to receive
1,000,000  shares  of our  common  stock  and a  warrant  to  purchase  up to an
additional  1,000,000  shares of our common stock.  We have  reserved  2,000,000
shares of our common stock for  issuance in  connection  with this  option.  The
option is exercisable by written notice to us without further payment,  only if,
and after,  the closing of our  acquisition of the IWG water  bottling  business
assets  described  below.  The option may be exercised only as to all shares and
warrants.  The warrant  will have an  exercise  price of $2.00 per share for the
ninety days immediately following the date of its issuance,  and $2.50 per share
thereafter until the warrant expires on the first anniversary of its issuance.


Acquisition of the IWG Water Bottling Assets

         We formed an indirect wholly-owned Virginia subsidiary,  Universal Food
and Beverage  Company of Virginia,  to purchase the following  assets of the IWG
water  bottling  business and related  improved land pursuant to the terms of an
asset purchase  agreement and real estate purchase agreement with IWG each dated
as of February 28, 2005:

      o     approximately 620 acres of forestland,

      o     a 7,889 square foot fully  equipped and  operational  water bottling
            facility,

      o     an 8,000 square foot distribution warehouse, and

      o     a 6,500 square foot home on the premises.

     Based  on an  independent  appraisal  we  obtained,  the  real  estate  and
facilities  have an estimated  value of $4.7  million.  The  existing  equipment
ranges in age and has been recently  refurbished to ensure its reliability.  The
equipment  operates at approximately 200 bottles per minute or 2.2 million cases
annually.

         We expect to close the  acquisition  of these  assets  during the first
calendar quarter of 2005.

         Our  agreements  with  IWG  require  us to  deliver  a  purchase  price
consisting of:

      o     2,000,000 shares of our common stock,

      o     warrants to purchase 2,000,000 shares of our common stock,

      o     $1,500,000 in cash payable at closing and

      o     the  assumption of $2,500,000 in bank debt and trade payables of the
            water bottling business at the closing.

     The warrant has an exercise price of $1.00 per share  following the date of
its issuance until the warrant expires on the third anniversary of its issuance.

     We have reserved  4,000,000  shares of common stock for issuance as part of
the  consideration  to be paid to IWG in  connection  with the  acquisition.  We
intend to obtain a loan secured by the  purchased  assets from a local  Virginia
bank, and to use the loan proceeds to fund the cash closing  amounts  payable to
IWG and refinance the outstanding debt of the water bottling business. If we are
unable to obtain this loan on favorable  terms,  or if the amount of the loan we
obtain is not  sufficient,  we may use a  combination  of seller  financing  and
available working capital to fund all or part of the acquisition.

     Upon completion of the acquisition, we intend to expand production into the
distribution warehouse to provide for a second bottling line. We anticipate that
the second  line will  operate at  approximately  500  bottles  per  minute,  an

                                       4
<PAGE>

increase of five (5)  million  cases per year.  To  accommodate  this  increased
capacity,  we will  temporarily  lease 50,000 square feet of warehouse space for
raw material and finished product storage.

Additional Acquisitions

         We also intend to identify and pursue additional  acquisitions of other
water  bottling  businesses and product lines in the United States and Canada in
order to  implement  our  strategy  of  expanding  capacity,  sales and  product
offerings.

Products

         We will market our water products as `natural mountain water'.

         We are developing product lines targeted to the health beverage market.
This product line will be a vitamin driven beverage,  which is differentiated by
having no sugar,  no salt, and no calories.  It will be produced in a variety of
flavors.

         We expect to identify future product offerings based upon wide criteria
including  consumer trends,  product  category,  pricing and product sizing.  We
intend to market `value-added' products,  which will have added vitamins without
sugar, sodium, or calories,  energy replacement drinks and  isotonic/electrolyte
and oxygenated formulas amongst others.

         We plan to  aggressively  pursue the development of our brands and will
seek  out  additional  brand  and  product  licenses  to  further  enhance  such
development. We will enter into arrangements for private labeling and co-packing
contracts and those arrangements may include existing brands.

Research and Development

         We will research the `value-added' beverage market to identify consumer
trends, or niche markets.  We intend to develop specific  formulations to target
these markets.  Management will use its contacts to seek out these  formulations
with the intent of obtaining  low cost  licenses to produce  products  that will
fulfill  projected  market needs.  Management will use  professional  input from
specialists  including  doctors,  institutions  and  fitness  experts.  All  new
formulations will be thoroughly test marketed before national rollout.

         We have acquired and installed a "pilot" processing system, temporarily
located in Beloit,  Wisconsin, to accommodate the development of these products.
This pilot  plant will be unique to the  industry  in its  ability to  thermally
process a multitude of liquid food variations. The pilot plant will be available
for internal product  development as well as product development for our co-pack
clients.  The costs of test runs will be charged to our  clients or rolled  into
the co-pack service costs.

Proprietary Information, Formulas, Trademarks and Copyrights

         We intend to take all  commercially  reasonable  steps to identify  and
legally protect our intellectual property rights.

Insurance Coverage and Inspections

         In  accordance  with FDA  regulations,  we will have product  liability
insurance coverage of no less than $4 million.

                                       5
<PAGE>

         We routinely  inspect our facilities in accordance with FDA regulations
and other clinical testing  standards  applicable to the beverage  industry.  We
also inspected for maintenance  and repair of the majority of equipment  related
to the bottling of beverage products.

Suppliers

         We expect to enter into various  agreements  to minimize  single source
supply for its  components  and packaging  materials.  We may become  subject to
single source supply to ensure consistency in product formulas.

LIQUIDITY AND CAPITAL RESOURCES

         We incurred  operating and net income losses while  operating under the
current  management  agreement and  anticipate  continued  losses  following the
completion of the acquisition  during the start-up and development period of our
operation.

         We had  approximately $1 million available as working capital as of the
date of the share exchange.

     As described  above,  we intend to obtain a loan  secured by the  purchased
assets from a local Virginia bank to fund the required  acquisition cash closing
payment and to refinance  the current debt of the water  bottling  business.  If
this loan is not available,  or if the loan amounts are not  sufficient,  we may
use seller financing to fund all or part of the acquisition.

         We are seeking additional  borrowings to support continued  operations.
There is no assurance  that  management  will be  successful  in obtaining  such
additional funds, or that the terms of such borrowings will be acceptable to us.

         We have entered into a performance  agreement with the  Commonwealth of
Virginia providing for grants from Grayson County,  Virginia of $75,000;  grants
from the Virginia Tobacco Fund of $150,000;  and grants from the Commonwealth of
Virginia of $150,000 (said funds were received in February,  2005).  In order to
earn the full  benefits  of these  grants,  we must hire at least 90% of 151 new
jobs we projected  in the  performance  agreement;  and fund at least 90% of the
$7.0 million  expansion budget on a new facility we projected in the performance
agreement.  If we do not meet those two  criteria  within 30 months,  a pro rata
portion of the grant funds must be returned.

         In addition,  we have qualified for  industrial  revenue bond financing
from the Industrial Development Board of Grayson County, Virginia.


DESCRIPTION OF THE COMPANY'S CAPITAL STOCK

         We are presently  authorized  under our certificate of incorporation to
issue  100,000,000  shares  of  common  stock  with a par  value of  $0.01,  and
25,000,000  shares of preferred stock, with a par value of $0.01. As of the date
of  this  filing,   27,313,554  shares  of  our  common  stock  are  issued  and
outstanding, and no shares of preferred stock are outstanding.


                                       6

<PAGE>

MANAGEMENT

The  executive  officers of the Company,  their ages and positions are set forth
below:

               Officers            Age               Position
               --------            ---               --------
         Duane N. Martin           38      Chairman and Chief Executive Officer
                                           and Director
         Marc R. Fry               46      President, Chief Operating Officer
                                           and Director
         Ralph M Passino           53      Vice President and Chief Financial
                                           Officer
         Joseph C. Balistreri      50      Vice President-Marketing
         Dr. Charles E. Sizer      56      Vice President Research and
                                           Development

         Information  concerning the present principal  occupation or employment
and material  positions held during the past five years for Messrs.  Martin, Fry
and  Passino  can be found in Item 5.01 below,  and for Mr.  Balistreri  and Dr.
Sizer follows:

         Joseph  Balistreri  is Vice  President-  Marketing.  Prior to the share
exchange,  Mr.  Balistreri had been Vice  President-  Marketing of UFB since its
formation  in July,  2004.  Since  2001,  Mr.  Balistreri  has been  operating a
marketing  consulting  group, JCB & Associates.  Mr. Balistreri was the Creative
Director for IGA, Inc. from 1998 to 2001. Prior to IGA, Mr. Balistreri served as
the president of IMPACT Marketing in Madison, Wisconsin.

         Dr. Charles Sizer is Vice President Research and Development.  Prior to
the share exchange, Dr. Sizer was Vice President Research and Development of UFB
since its formation in July,  2004.  Prior to July, 2004, Dr. Sizer was Director
of the National  Center for Food Safety and Technology at Illinois  Institute of
Technology  (1998 to 2003).  He was also General  Manager of the Research Center
(1993 to 1998),  Director of Product  Development (1986 to1993),  and Manager of
Research and Aseptic  Technology (1981 to 1986) for Tetra Pak USA. Dr. Sizer was
an Assistant  Professor at Iowa State  University  (1979 to 1981). Dr. Sizer has
been the President of Food Research  Laboratories,  Inc. (1978 to 1979); Section
Manager  (1976  to 1978)  and  Senior  Research  Scientist  (1976  to 1978)  for
Frito-Lay Inc.

Employment Agreements and Executive Officer Compensation

         Through our wholly-owned Delaware subsidiary, we have entered into five
year employment agreements with each of our executive officers, on substantially
the terms set forth below. The term will be automatically renewed for successive
five year periods absent 30 days advance notice by either party.  The employment
agreements will provide for the following  initial annual base  compensation for
each of our  executive  officers:  D. Martin - $250,000;  M. Fry - $175,000;  R.
Passino - $175,000; C. Sizer - $165,000; and J. Balistreri - $100,000;  provided
that in each case the  executive  has  agreed to a deferral of 50% of his annual
base compensation until we have achieved a $4 million annual rate of revenues.

         Under the  employment  agreement,  the executive is eligible for annual
incentive  bonuses and is entitled to benefits,  such as retirement,  health and

                                       7
<PAGE>

other fringe benefits,  a vehicle allowance,  reimbursement of business expenses
and other perquisites as may be approved by the Board from time to time.

         Under the  employment  agreement,  the  executive's  employment  may be
terminated  by him or us at any time and for any reason.  If his  employment  is
terminated  for any  reason,  he will be  entitled to payment of his accrued but
unpaid base salary, vacation pay, unreimbursed business expenses and other items
earned and owed to him by us. If his  employment  is  terminated  as a result of
death or disability, he, or his estate in the event of his death, will be paid a
pro rata share of his target incentive bonus.

         If the  executive's  employment  is  terminated by us for reasons other
than for cause,  or if he terminates his employment  following a material breach
by us of the  employment  agreement  or for other  defined  reasons,  he will be
entitled  additionally  to continuing  payments of his salary  through the first
anniversary of his termination,  continuation of health benefits for him and his
dependents  for the same period and a pro rata  payment of his target  incentive
bonus. All severance payments pursuant to the employment  agreement terminate in
the  event  the  executive  violates  the  confidentiality,   noncompetition  or
nonsolicitation provisions of the employment agreement.

         If the  executive's  employment  terminates  for any reason  other than
discussed  above,  he is  not  entitled  to any  severance  benefits  under  the
employment agreement.

         Pursuant to the employment agreement, each executive has agreed to keep
all of our confidential  information  secret and he has agreed that, while he is
employed  by us  and  for a  period  of  two  years  after  his  termination  of
employment,  he will not  compete  with us in the  bottled  water  and  enhanced
beverage  business in the  markets in which we operate,  he will not solicit our
customers for a competitive business and he will not solicit our employees.

Employees

         We  anticipate  that  our  initial   staffing  level  will  consist  of
approximately  50  persons,  of which  approximately  30 will be involved in the
bottling of our products.  We intend to hire to this  staffing  level during the
start-up period.  During the expansion period, staff and labor will be increased
only  as  demand  for  production  requires.  Prior  to  the  completion  of the
installation of the new equipment in the expanded  facilities,  the labor force,
supervision,  and  management  shall be  enhanced  and  trained to staff the new
facility on multiple shifts.

DIRECTORS

         Our  Company's  Board  of  Directors  is made  up of two  (2)  members,
identified below with their respective ages:

           Duane N. Martin            38           Chairman and Director
           Marc R. Fry                46           Director

Director's Compensation

         As our employees,  the current members of the board of directors do not
receive  director's  fees. We reimburse our  directors for  reasonable  expenses
incurred in connection with director's meetings.  We will maintain D&O insurance
for our directors and officers.


                                       8
<PAGE>

PRINCIPAL STOCKHOLDERS

         The  following  table sets forth as of March 2, 2005,  the ownership of
our common stock by our directors and executive officers and persons who we know
to own more than five percent of our common  stock.  As of March 2, 2005,  there
were  approximately  88 record holders of common stock and 27,313,554  shares of
common stock outstanding.

<TABLE>
<CAPTION>
                                         Number of Shares of
            Name and Address                 Common Stock              Percentage
           of Stockholder (1)                   Owned           of Common Stock Owned (2)
           ------------------                   -----           -------------------------
<S>                                          <C>                       <C>
          Duane N. Martin (3)                 4,666,668                  16.68%
            Marc R. Fry (4)                   4,000,000                  14.64%
          Ralph M. Passino (5)                3,200,000                  11.68%
           Joseph Balistreri                  1,500,000                   5.49%
             Charles Sizer                    1,500,000                   5.49%
           Bruce Neviaser (6)                 6,704,338                  21.32%
            Rich Biscan (7)                   1,931,334                   7.06%
           Newlin Martin (8)                  1,525,000                   5.58%
Directors and executive officers as a        14,866,668                  52.96%
group (5 persons--Messrs. D. Martin,
Fry, Passino, Balistreri and Sizer)
(3)(4)(5)
</TABLE>

(1) Unless  otherwise  indicated  the  address of all the  persons  named is c/o
Universal Food and Beverage Company, 3830 Commerce Drive, St. Charles, IL 60174.

(2) Based on  27,313,554  shares  of common  stock  outstanding,  and  otherwise
computed in accordance with Rule 13d-3 of the Exchange Act.

(3) Includes 333,334 shares held by Elizabeth Martin, his wife. Includes 333,334
shares  of common  stock  held by Mrs.  Martin  that were  subject  to  warrants
exercisable within 60 days of March 2, 2005.

(4) Includes  300,000  shares held by BLPJ LLC, a limited  liability  company of
which he is the sole member.

(5)  Includes  100,000  shares of common  stock that were  subject  to  warrants
exercisable within 60 days of March 2, 2005.

(6) Includes  333,334 shares held by Neviaser  Enterprises,  Inc., a corporation
which he controls.  Includes  3,801,669 shares of common stock that were subject
to warrants exercisable by him and Neviaser Enterprises,  Inc. within 60 days of
March 2, 2005. Mr. Neviaser's address is 4123 Mandan Cresent, Madison, WI 53712.

 (7)  Includes  41,334  shares of common  stock that were  subject  to  warrants
exercisable  within 60 days of March 2, 2005. Mr. Biscan's address is 2162 Acorn
Court, Wheaton, IL 60187.

 (8) Newlin Martin is the father of Duane Martin. Newlin Martin's address is 101
S. Merchant Street, Effingham, IL 62401.

         This table does not include the  6,000,0000  shares of our common stock
that IWG may acquire  under the rights,  options and  warrants  discussed  above

                                       9
<PAGE>

under "Item 2.01  Completion of  Acquisition of Assets - Summary of Our Business
After the  Merger - IWG  Option  and -  Acquisition  of the IWG  Water  Bottling
Assets."  If those  shares of  common  stock  were  issued  to IWG,  they  would
represent approximately 18.01% of our common stock outstanding. IWG's address is
3255 Elk Creek Parkway, Independence, Virginia 24348.

                                  RISK FACTORS

The following  risks relating to our business and our common stock are important
for you to consider:

Limited Operating History

We essentially are a start-up operation, that intends to acquire and operate the
assets  associated  with  the  IWG  water  bottling  business.  There  can be no
assurance we will be profitable.  As a start-up company,  there are likely to be
unanticipated risks.

Need for Additional Financing; Debt Funding

We will be dependent  upon  current  available  working  capital to complete our
business  objectives,  cited herein.  While management believes that our working
capital,  together with  revenues  will be  sufficient  to meet our  anticipated
immediate  cash  requirements  and provide us with  capital  sufficient  to fund
short-term needs, there is no assurance in this regard.

Our continued  existence will be dependent upon its ability to generate positive
cash flows from  operations to fund our working  capital needs.  We have working
capital  reserves  to  provide a cushion  against  limited  unforeseen  business
adversities. However, we cannot at this time estimate the amount of capital that
will be required in the future, the timing of such capital  requirements or what
valuation and pricing might be expected.  If we cannot find adequate  capital on
reasonable terms, we may not be able to accomplish our business objectives.

We may require additional financing to further develop operations.  No assurance
can be given that we will  successfully  obtain  such  financing  on  acceptable
terms. The failure to obtain such financing could have a material adverse effect
us.

Further, should we seek debt funding to satisfy additional funding requirements,
such leverage  poses the risks that we: may be unable to repay its debt due to a
decline  in  revenues  or  disruption  in cash  flow;  may be  unable  to obtain
additional  financing;  must  dedicate a  substantial  portion of cash flow from
operations  to servicing the interest and  principal  payments on debt,  and any
remaining  cash flow may be inadequate to fund planned  operations;  has pledged
substantially  all of its inventory and accounts  receivable as collateral;  and
may be more  vulnerable  during  economic  downturns,  less  able  to  withstand
competitive  pressures and less flexible in responding to changing  business and
economic conditions.

Highly Competitive Beverage Industry

The  beverage  industry  is  highly  competitive.   Our  products  are  sold  in
competition with all liquid refreshments. There can be no assurance that we will
be able to  compete  successfully.  Many of our  competitors  have  far  greater
financial,  operational and marketing resources and more established proprietary
trademarks  and  distribution  networks  than we do.  Furthermore,  the beverage
industry is characterized by rapid changes, including changes in consumer tastes
and preferences,  which may result in product obsolescence or short product life
cycles.  As a result,  competitors  may be  developing  products of which we are
unaware which may be similar or superior to our products.  Accordingly, there is

                                       10
<PAGE>

no  assurance  that  we  will  be able  to  compete  successfully  or  that  our
competitors  or future  competitors  will not develop  products  that render our
products less marketable.

Changes in Consumer Preferences and Tastes

Maintaining our competitive  position depends on our continued  ability to offer
products that have a strong appeal to consumers.  Consumer preferences may shift
due to a variety of factors, including changes in demographic and social trends,
the  availability  and appeal of  alternative  beverages or packaging as well as
general  economic  conditions.  Any  significant  shift in consumer  preferences
coupled with our failure to  anticipate  and react to such changes  could reduce
the demand for certain  products in our portfolio  resulting in reduced sales or
harm to the image of our brands.  No assurance can be given that consumer demand
for fruit flavored waters will exist, grow or will not diminish in the future.

Need for Acquisitions and New Product Development

Part  of  our  strategy  is  to  increase  our  sales  through  acquisitions  of
complementary  businesses  and  products  and the  development  of new  beverage
products.  We cannot  assure you that we will be able to identify  and  complete
these acquisitions,  or develop, market, and distribute future beverage products
that will enjoy market  acceptance.  The failure to expand through  acquisitions
and/or the failure to develop new beverage  products that gain market acceptance
could have an adverse impact on our growth and materially  adversely  affect our
financial condition.

Acquisitions Could Result in Operating Difficulties,  Dilution and Other Harmful
Consequences

The  acquisition  of  the  IWG  water  bottling  business  will  be,  and  other
acquisitions we make could be,  material to our financial  condition and results
of operations.  In addition,  the process of  integrating  an acquired  company,
business  or  technology  may  create  unforeseen  operating   difficulties  and
expenditures  and may not provide the benefits  anticipated.  The areas where we
may face risks include:

      o     difficulties   integrating  operations,   personnel,   technologies,
            products and information systems of acquired businesses;

      o     potential loss of key employees of acquired businesses;

      o     adverse    effects    on   our    results   of    operations    from
            acquisition-related   charges  and   amortization  of  goodwill  and
            purchased technology;

      o     increased fixed costs, which could affect profitability;

      o     inability  to  maintain  the  key  business  relationships  and  the
            reputations of acquired businesses;

      o     potential  dilution  to current  shareholders  from the  issuance of
            additional equity securities;

      o     inability  to  maintain  our  standards,  controls,  procedures  and
            policies;

      o     responsibility for liabilities of companies we acquire; and

      o     diversion of management's attention from other business concerns.


                                       11
<PAGE>

Sales are Seasonal

The beverage industry  generally  experiences its highest sales by volume during
the spring and summer  months and its lowest  sales by volume  during the winter
months.  As a  result,  our  working  capital  requirements  and cash  flow vary
substantially  throughout the year. Consumer demand for our products is affected
by weather  conditions.  Cool,  wet  spring or summer  weather  could  result in
decreased  sales  of our  products  and  could  have an  adverse  effect  on our
financial  position.  Additionally,  due to  the  seasonality  of the  industry,
results from any one or more quarters are not  necessarily  indicative of annual
results or continuing trends.

Profit Margins; Reliance on Manufacturers and Other Key Vendors

The beverage  industry is highly  competitive  and  therefore the company can be
subject to  significant  pricing  pressure as well as increased cost of bottling
and packaging materials, and production equipment.

We  are  relying  substantially  upon  its  relationships  with,  and  receiving
favorable  pricing  arrangements  from, a limited number of  manufacturers.  Our
success  depends,  to a  significant  extent,  on the continued  popularity  and
reputation  for  quality  of either the  products  of its  manufacturers  or the
products  they  produce.  In  addition,  any  adverse  change  in the  financial
condition,  production  efficiency,  product  development,  and  management  and
marketing capabilities of the respective  manufacturers could have a substantial
impact on either of the  businesses.  In the event the  operations of the supply
manufacturers were interrupted or discontinued,  temporary inventory shortfalls,
or disruptions or delays with respect to any unfilled  purchase  orders could be
experienced.  Although  we believe  that  adequate  alternate  sources  would be
available that could replace a manufacturer as a product resource,  there can be
no assurance  that such  alternate  sources will be available at the time of any
such  interruption or that alternative  products will be available at comparable
quality and prices or that customers would accept such replacements.

Key Personnel

Our  performance  and future  success  depends to a significant  extent upon the
continued service of some of senior  management and certain  executive  officers
and key  personnel.  In  particular,  the loss of the  skills,  experience,  and
continued efforts of Duane Martin or Marc Fry, or any other key personnel, could
have a material  adverse effect on business and  prospects.  We do not currently
have key-man insurance on any of our executive officers.

We have employment  agreements with our executive officers that provide for base
salary  and  additional  compensation  in the form of bonus  based  upon  stated
objectives.  In addition, our executive officers hold substantial amounts of our
common stock.

There can be no assurance  that the Company will retain its  executive  officers
and key personnel.

Management of Growth

The  expansion  necessary  for us to fully  exploit  the  market  window for our
products  requires  effective  planning and  management  process.  Our plans for
significant growth are expected to continue to place a strain on our managerial,
operational and financial  resources.  To manage our growth, we must continue to
implement and improve  operational  financial  systems and to expand,  train and
manage our employee  base.  The  additional  personnel  required by our expected
growth must be  recruited in a tight labor  market.  Although we believe we have
made adequate  allowances for costs and risks  associated  with this  expansion,
there can be no assurance  our systems,  procedures or controls will be adequate
to support our operations,  or that management will be able to achieve the rapid

                                       12
<PAGE>

execution  necessary  to fully  exploit  the  perceived  market  window  for our
products. If we are unable to manage growth effectively, our business, operating
results and financial condition will be adversely affected.

If we expand in the future, we will increasingly  become vulnerable to a variety
of business risks  associated with growing  companies.  Our current growth plans
require, among other things, acquiring suitable and product-compatible water and
beverage companies.  The failure to maintain or upgrade financial and management
control  systems or to recruit  additional  staff or to respond  effectively  to
difficulties  encountered  during growth could have a material adverse effect on
our business,  financial condition and operating results. Although we are taking
steps to ensure  that our  systems  and  controls  are  adequate  to address our
current and anticipated  needs, and are attempting to recruit  additional staff,
there can be no  assurance  that,  if we  continue  to grow,  we will be able to
effectively  manage our  growth,  anticipate  and  satisfy  all of the  changing
demands and requirements that such growth will impose upon us or achieve greater
operating income or profitability.

Government and Regulatory Issues

We are subject to government rules and regulations, including federal, state and
local laws, regulations and inspections,  and trade association standards. These
laws and  regulations  and their  interpretation  and enforcement are subject to
change. There can be no assurance that additional or more stringent requirements
will not be imposed on our operations in the future.  Our failure to comply with
any of these  governing  bodies could  irreparably  harm the business.  Risks of
incurring  substantial  compliance  costs  and  liabilities  and  penalties  for
non-compliance,  particularly  with respect to certain FDA laws and regulations,
are inherent in our business.  Such  compliance  requires us to perform  regular
testing of our water supply,  an integral  part of its  products.  If we fail an
inspection,  we must take immediate action to correct any deficiencies and fully
document said action(s).  All deficiencies  must be corrected within thirty (30)
days of inspection.  Additional testing is required to ascertain  cleanliness of
equipment  used in the  processing  and  bottling  of our  products.  Management
believes it complies with the rules and regulations with which it is required to
comply.

If we, our  management and or our employees fail to comply with a governing rule
or regulation,  we may be subject to fines, or other penalties,  or its business
license  may be lost or  suspended.  If we were to lose our  license and suspend
operations,  it would have a material adverse effect on our business,  financial
condition and operating results. Management cannot predict whether we will incur
such costs or penalties in the future.

We also  recognize the oversight of our  operations  by OSHA.  While  management
intends to conduct  operations in a manner  consistent with OSHA regulations and
standards that limit accidents and bodily injury, there can be no assurance that
an  accident  will not  happen in the  manufacturing  facility  or on any of our
premises.

Limited Product Liability Insurance

The  bottling and  distribution  of bottled  water  products can lead to product
liability claims, including liability due to the presence of contaminants in its
products.  We will  maintain  insurance  coverage  against  the risk of  product
liability. However, the amount of the insurance we may carry could be subject to
certain  exclusions  and may,  or may not,  be  adequate.  In addition to direct
losses resulting from product  liability,  we could suffer adverse publicity and
damage  to our  reputation  in the event of  contamination  which  could  have a
material adverse effect on sales and profitability.

Our Management Owns Significant Amounts of Our Common Stock

Our directors and executive  officers  beneficially own approximately  54.43% of
our outstanding common stock as of this date.  Accordingly,  these persons, as a
group,  will be able to exert  significant  influence  over the direction of our

                                       13
<PAGE>

affairs  and  business,   including  any  determination   with  respect  to  our
acquisition or disposition of assets,  future issuances of common stock or other
securities,  and the election or removal of directors.  Such a concentration  of
ownership  may also have the effect of  delaying,  deferring,  or  preventing  a
change  in  control  of the  Company  or cause  our  market  price  to  decline.
Notwithstanding  the exercise of their  fiduciary  duties by the  directors  and
executive  officers and any duties that such other  stockholder  may have to the
Company or our other  stockholders in general,  these persons may have interests
different than yours.

We Do Not Expect to Pay Dividends for the Foreseeable Future

For the foreseeable future, it is anticipated that earnings, if any, that may be
generated  from our  operations  will be used to finance our operations and that
cash dividends will not be paid to holders of our common stock.

Our common stock is illiquid and the price of our common stock may be negatively
impacted by factors which are unrelated to our operations.

Our common stock  currently  trades on a limited basis on the OTC Bulletin Board
and the Berlin  Stock  Exchange.  The market  price of our  common  stock  could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned  growth,  quarterly  operating  results of
other  companies,  trading  volume  in our  common  stock,  changes  in  general
conditions  in the  economy  and the  financial  markets  or other  developments
affecting  our  competitors  or us. In addition,  the stock market is subject to
extreme price and volume  fluctuations.  This  volatility  has had a significant
effect on the market price of  securities  issued by many  companies for reasons
unrelated to their  operating  performance and could have the same effect on our
common stock.

A decline in the price of our common  stock  could  affect our  ability to raise
further working capital and adversely  impact our ability to continue our normal
operations.

A prolonged decline in the price of our common stock could result in a reduction
in the  liquidity  of our common  stock and a reduction  in our ability to raise
capital. In particular, we have a substantial number of warrants outstanding and
a decline in the price of our common  stock  would make it  unlikely  that those
warrants  would be exercised  and that could be  especially  detrimental  to our
liquidity and our operations. Such reductions would force us to reallocate funds
from other  planned  uses and would have a  significant  negative  effect on our
business plan and operations, including our ability to expand our facilities and
equipment,  develop new products and  continue  our current  operations.  If our
stock price  declines,  there can be no assurance  that we can raise  additional
capital or generate funds from operations sufficient to meet our obligations. If
we are unable to raise sufficient  capital in the future,  we may not be able to
have the resources to continue our normal operations.

Our Articles of Incorporation and Bylaws and Nevada law contain  provisions that
could delay or prevent a change of control  and could limit the market  price of
our common stock.

Our authorized  capital stock consists of 100,000,000 shares of common stock and
25,000,000 shares of preferred stock. Our board of directors, without any action
by stockholders,  is authorized to designate and issue shares of preferred stock
in any class or series as it deems  appropriate  and to  establish  the  rights,
preferences and privileges of these shares, including dividends, liquidation and
voting  rights.  The rights of holders of shares of preferred  stock that may be
issued may be superior to the rights  granted to the holders of existing  shares
of our common stock. Further, the ability of our board of directors to designate
and issue such undesignated  shares could impede or deter an unsolicited  tender
offer  or  takeover  proposal  and the  issuance  of  additional  shares  having
preferential  rights could adversely affect the voting power and other rights of
holders of our common stock.

                                       14
<PAGE>

Trading of our stock may be  restricted  by the SEC's  penny  stock  regulations
which may limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange  Commission has adopted  regulations which generally
define  "penny  stock" to be any  equity  security  that has a market  price (as
defined)  less than $5.00 per share or an exercise  price of less than $5.00 per
share,  subject to certain  exceptions.  Our securities are covered by the penny
stock  rules,   which  impose   additional   sales  practice   requirements   on
broker-dealers  who  sell  to  persons  other  than  established  customers  and
"accredited  investors".  The term  "accredited  investor"  refers  generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding  $200,000 or $300,000 jointly
with their  spouse.  The penny stock rules require a  broker-dealer,  prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk  disclosure  document  in a form  prepared  by the SEC  which
provides information about penny stocks and the nature and level of risks in the
penny stock  market.  The  broker-dealer  also must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  The bid and offer  quotations,  and the  broker-dealer and salesperson
compensation  information,  must be given to the  customer  orally or in writing
prior to effecting the  transaction and must be given to the customer in writing
before or with the customer's  confirmation.  In addition, the penny stock rules
require that prior to a transaction  in a penny stock not otherwise  exempt from
these rules, the broker-dealer  must make a special written  determination  that
the penny  stock is a suitable  investment  for the  purchaser  and  receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for the stock that is subject to these penny stock  rules.  Consequently,
these penny stock  rules may affect the ability of  broker-dealers  to trade our
securities.  We believe  that the penny  stock  rules will  discourage  investor
interest in and will limit the marketability of our common stock.

Since Our Shares Are Thinly Traded, And Trading On The OTC Bulletin Board May Be
Sporadic  Because  It Is Not  An  Exchange,  Stockholders  May  Have  Difficulty
Reselling Their Shares.

Our common  shares are currently  listed for public  trading on the Nasdaq Stock
Market,  Inc.'s OTC Bulletin  Board and the Berlin Stock  Exchange.  The trading
price of our common shares has been subject to wide fluctuations. Trading prices
of our common shares may  fluctuate in response to a number of factors,  many of
which will be beyond our  control.  The stock market has  generally  experienced
extreme  price  and  volume  fluctuations  that have  often  been  unrelated  or
disproportionate  to the operating  performance of companies,  especially  those
with no current  business  operation.  There can be no  assurance  that  trading
prices and price  earnings  ratios  previously  experienced by our common shares
will be matched or  maintained.  These  broad  market and  industry  factors may
adversely  affect  the  market  price of our common  shares,  regardless  of our
operating performance.

In the past,  following periods of volatility in the market price of a company's
securities,  securities class-action litigation has often been instituted.  Such
litigation,  if  initiated,  could  result  in  substantial  costs  for us and a
diversion of management's attention and resources.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

         In  connection  with the share  exchange,  we issued  an  aggregate  of
24,634,345 shares of common stock to the former stockholders of UFB on the basis
of one (1) share of the Company's common stock for each outstanding share of UFB
common  stock.  Each share of the  Company's  common  stock issued to the former
stockholders  of UFB in connection  with the share  exchange was issued under an
exemption  from  registration  under  Section  4(2) of the  Securities  Act, and
therefore they will be restricted  shares,  and the holder thereof may not sell,
transfer or  otherwise  dispose of such shares  without  registration  under the

                                       15
<PAGE>

Securities Act or an exemption. In addition, the Company assumed the obligations
of UFB under its outstanding rights,  warrants and options,  and exchanged these
rights,  warrants and options for rights, warrants and options to purchase up to
13,184,345 shares of the Company's common stock. The replacement securities were
also issued  under an  exemption  from  registration  under  Section 4(2) of the
Securities  Act, and therefore  they will be restricted  shares,  and the holder
thereof may not sell,  transfer  or  otherwise  dispose of such  shares  without
registration under the Securities Act or an exemption.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

         As a condition to the share exchange,  the Company  completed a reverse
split of its common  stock,  pursuant to which every ten  outstanding  shares of
common stock was reverse split into one newly issued share of common stock.  The
Company will round up for any fractional interests.  There were no dissenters or
appraisal rights in connection with the reverse split.

         Because the Company is organized  under  Nevada law, the reverse  split
has not changed the number of authorized shares of common stock or the par value
of the  Company's  common  stock.  There has been no change in the number of the
Company stockholders as a result of the reverse split.

         The  Company  is  presently   authorized   under  its   certificate  of
incorporation  to issue  100,000,000  shares of common stock with a par value of
$0.01 and 25,000,000 shares of preferred stock with a par value of $0.01.

         The Company  also changed its  corporate  name to  "Universal  Food and
Beverage Company".

         DO NOT DESTROY  YOUR CURRENT  COMPANY  STOCK  CERTIFICATE.  The current
stock certificate continues to represent your rights in the Company,  subject to
the adjustment  caused by the reverse split.  Stockholders of the Company do not
need to seek  replacement of their share  certificates  with the new name of the
corporation or reflecting the reverse split. Stockholders, however, may obtain a
new certificate by contacting the Company's  transfer agent,  Interwest Transfer
Co.,  1981 East Murray  Holladay  Road,  Suite 100,  Salt Lake City,  Utah 84117
(801-272-9294) and following their instructions.

ITEM 5.01.        CHANGES IN CONTROL OF REGISTRANT

         As a result of the share  exchange and the terms of the  Reorganization
Agreement  described  above,  which included a provision to change the directors
and officers of the Company, there was a change of control. of the Company.

         Upon the issuance of 24,634,345 shares of common stock of the Company's
to the  stockholders  of UFB, the  stockholders  of UFB  acquired  approximately
90.19% of the 27,313,554  issued and  outstanding  shares of common stock of the
post-exchange Company.

         Immediately prior to their resignation,  contingent on the consummation
of the Reorganization Agreement, the board of directors of the Company appointed
Duane N. Martin and Marc R. Fry as directors of the Company and appointed  Duane
N. Martin,  Marc R. Fry and Ralph M. Passino,  as the principal  officers of the
Company,  as disclosed in the Schedule 14(f) dated January 25, 2005,  previously
filed with the SEC and distributed to the stockholders of the Company. Effective
as of the share exchange,  Roland Vetter,  Carol O'Shea,  Dana Hansen and Milton
Datsopoulos, resigned as directors and officers of the Company.

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                      PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
  NAME AND AGE                    MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
---------------------       --------------------------------------------------------------
<S>                <C>      <C>
Duane N. Martin    38       Director, Chairman of the Board of Directors and Chief
                            Executive Officer.  Prior to the share exchange, Mr. Martin
                            had been a Director, Chairman of the Board of Directors and
                            Chief Executive Officer of UFB since its formation in July,
                            2004. Since 2002, Mr. Martin was President and owner of DNM
                            Group, LLC, a real estate and management company, DNM Morris,
                            LLC, a retail grocery company, and Martin Enterprises, a
                            management company of personal care salons. In 1999, Mr.
                            Martin was promoted to Executive Vice President of IGA Inc,
                            and President of IGA North America, in which positions he
                            served until he resigned from IGA to start the ventures
                            identified in the prior sentence. Mr. Martin served in the IGA
                            organization.  From 1997, when he joined the IGA
                            organization,  until 1999, Mr. Martin was Vice President of
                            Retail Operations, IGA USA.

Marc R. Fry        46       Director, President and Chief Operating Officer.  Prior to the
                            share exchange, Mr. Fry had been a Director, President and
                            Chief Operating Officer of UFB since its formation in July,
                            2004.  From April 1996 to December 2004, Mr. Fry was the
                            President and Chief Executive Officer of Alliance Holdings,
                            Inc. a commercial design, construction and development
                            company.  From April 1993 to April 1996, Mr. Fry was Vice
                            President and Chief Operating Officer of Parmalat USA Corp.,
                            and he was President and Chief Executive Officer of White
                            Knight Packaging Corp. from November 1990 to April 1993 when
                            it was acquired by Parmalat.  Mr. Fry was the Regional
                            Technical Manager of Tetra Pak Inc. from August 1984 to March
                            1991.

Ralph M. Passino   53       Vice President, Chief Financial Officer and Secretary.  Prior
                            to the share exchange, Mr. Passino had been the Chief
                            Financial Officer of UFB since August 2004.  From April 2004
                            to July 2004, Mr. Passino was a consultant to GenTek, Inc., an
                            automotive and chemical manufacturer.  From November 2003 to
                            March 2004, Mr. Passino was Executive Vice President and Chief
                            Financial Officer of American Household Inc. (formerly,
                            Sunbeam Corporation).  From October 1986 to April 2003, Mr.
                            Passino was the Chief Financial Officer and then Vice
                            President and General Manager of General Chemical Group Inc.,
                            an automotive and chemical manufacturer.
</TABLE>

ITEM 5.03  AMENDMENTS  TO THE  ARTICLES OF  INCORPORATION  OR BYLAWS:  CHANGE IN
FISCAL YEAR

         On February 23, 2005, the Company filed an amendment to its certificate
of  incorporation  to change its name to "Universal Food and Beverage  Company."
The amendment  became effective on February 24, 2005. The amendment was approved
by the consent of the  stockholders  of the Company,  which was described in the
Information  Statement on Form 14C, dated January 13, 2004,  and  distributed to
the stockholders of the Company.

                                       17
<PAGE>

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial Statements of Business Acquired

                  To be filed not later than May 18, 2005

         (b)      Pro Forma Financial Information

                  To be filed not later than May 18, 2005

         (c)      Exhibits

<TABLE>
<CAPTION>
Exhibit Number    Description
--------------    -----------
<S>               <C>
2.1               Share Purchase Agreement and Plan of Reorganization (without exhibits and
                  schedules)  (Previously filed and incorporated by reference from Form 8-K
                  dated September 28, 2004, filed October 1, 2004)

3.1               Amendment to Certificate of Incorporation

4.1               Form of Common Stock Purchase Warrant

10.1              Employment Agreement dated as of September 1, 2004 between Duane Martin and
                  Universal Food and Beverage Company, a Delaware corporation

10.2              Employment Agreement dated as of September 1, 2004 between Marc Fry and
                  Universal Food and Beverage Company, a Delaware corporation

10.3              Employment Agreement dated as of September 1, 2004 between Ralph Passino
                  and Universal Food and Beverage Company, a Delaware corporation

10.4              Employment Agreement dated as of September 1, 2004 between Joseph
                  Balistreri and Universal Food and Beverage Company, a Delaware corporation

10.5              Employment Agreement dated as of September 1, 2004 between Charles Sizer
                  and Universal Food and Beverage Company, a Delaware corporation

10.6              Option Agreement dated as of September 1, 2004 between Universal Food and
                  Beverage Company, a Delaware corporation, and Independence Water Group,
                  LLC.

10.7              Asset Purchase Agreement dated as of February 28, 2005 between Universal
                  Food and Beverage Company of Virginia, a Virginia corporation, and
                  Independence Water Group, LLC.

10.8              Real Estate Purchase Agreement dated as of February 28, 2005 between
                  Universal Food and Beverage Company of Virginia, a Virginia corporation, and
                  Independence Water Group, LLC.

99.1              Press Release dated March 4, 2005
</TABLE>

                                       18
<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 hereunto duly authorized.


Dated:  March 7, 2005                       UNIVERSAL FOOD AND BEVERAGE COMPANY
                                            (Registrant)


                                            /S/ Duane N. Martin
                                            ------------------------------------
                                            Duane N. Martin
                                            Chief Executive Officer and Director


                                       19
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number   Description
--------------   -----------
<S>              <C>
2.1              Share Purchase Agreement and Plan of Reorganization (without exhibits and
                 schedules)  (Previously filed and incorporated by reference from Form 8-K
                 dated September 28, 2004, filed October 1, 2004

3.1              Amendment to Certificate of Incorporation

4.1              Form of Common Stock Purchase Warrant

10.1             Employment Agreement dated as of September 1, 2004 between Duane Martin and
                 Universal Food and Beverage Company, a Delaware corporation

10.2             Employment Agreement dated as of September 1, 2004 between Marc Fry and
                 Universal Food and Beverage Company, a Delaware corporation

10.3             Employment Agreement dated as of September 1, 2004 between Ralph Passino
                 and Universal Food and Beverage Company, a Delaware corporation

10.4             Employment Agreement dated as of September 1, 2004 between Joseph
                 Balistreri and Universal Food and Beverage Company, a Delaware corporation

10.5             Employment Agreement dated as of September 1, 2004 between Charles Sizer
                 and Universal Food and Beverage Company, a Delaware corporation

10.6             Option Agreement dated as of September 1, 2004 between Universal Food and
                 Beverage Company, a Delaware corporation, and Independence Water Group,
                 LLC.

10.7             Asset Purchase Agreement dated as of February 28, 2005 between Universal
                 Food and Beverage Company of Virginia, a Virginia corporation, and
                 Independence Water Group, LLC.

10.8             Real Estate Purchase Agreement dated as of February 28, 2005 between
                 Universal Food and Beverage Company of Virginia, a Virginia corporation, and
                 Independence Water Group, LLC.

99.1             Press Release dated March 4, 2005
</TABLE>


                                       20
{"company-data": {"conformed-name": "CARDINAL MINERALS INC", "cik": "0001097805", "assigned-sic": "2870", "irs-number": "860913555", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27853", "film-number": "05664337"}, "business-address": {"street1": "2950 E. FLAMINGO RD., SUITE B", "city": "LAS VEGAS", "state": "NV", "zip": "89121", "phone": "800-537-4099"}, "mail-address": {"street1": "2950 E. FLAMINGO RD., SUITE B", "city": "LAS VEGAS", "state": "NV", "zip": "89121"}, "former-company": [{"former-conformed-name": "SUN POWER CORP", "date-changed": "20011115"}, {"former-conformed-name": "HYATON ORGANICS INC", "date-changed": "19991026"}]}
SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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)  March 2, 2005
                                                 ---------------

                       UNIVERSAL FOOD AND BEVERAGE COMPANY
               (Exact Name of Registrant as Specified in Charter)

            Nevada                     000-27853                 86-0913555
-------------------------------       ------------          -------------------
(State or Other Jurisdiction of       (Commission             (IRS Employer
        Incorporation)                File Number)          Identification No.)

3830 Commerce Drive, St. Charles, Illinois                  60174
------------------------------------------     ---------------------------------
(Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number, including area code     630-584-8670
                                                      --------------

                             Cardinal Minerals, Inc.
          -------------------------------------------------------------
             2950 E. Flamingo Road, Suite B, Las Vegas, Nevada 89121
          (Former Name or Former Address, if Changed Since Last Report)
THIS CURRENT REPORT ON FORM 8-K MAY CONTAIN STATEMENTS, ESTIMATES OR PROJECTIONS
THAT CONSTITUTE  "FORWARD-LOOKING  STATEMENTS" WITHIN THE MEANING OF SECTION 27A
OF THE  SECURITIES  ACT AND SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934
(THE  "EXCHANGE  ACT").  GENERALLY,  THE WORDS  "BELIEVE,"  "EXPECT,"  "INTEND,"
"ESTIMATE,"  "ANTICIPATE,"  "PROJECT," "WILL" AND SIMILAR  EXPRESSIONS  IDENTIFY
FORWARD-LOOKING  STATEMENTS,  WHICH  GENERALLY ARE NOT HISTORICAL IN NATURE.  IN
PARTICULAR,  THIS REPORT  CONTAINS  STATEMENTS  CONCERNING THE STATUS OF THE IWG
ACQUISITION,  PROSPECTS OF OTHER ACQUISITIONS,  RESULTS OF OPERATIONS, FINANCIAL
AND BUSINESS PROJECTIONS ,AND PRODUCT DEVELOPMENT AND MARKETING. FORWARD-LOOKING
STATEMENTS  ARE  SUBJECT TO CERTAIN  RISKS AND  UNCERTAINTIES  THAT COULD  CAUSE
ACTUAL  RESULTS  TO  DIFFER   MATERIALLY   FROM  OUR  PRESENT   EXPECTATIONS  OR
PROJECTIONS.  THESE RISKS  INCLUDE,  BUT ARE NOT LIMITED TO,  ACCEPTANCE  OF THE
COMPANY'S  PRODUCTS IN THE MARKETPLACE;  CHANGES IN THE NON-ALCOHOLIC  BEVERAGES
BUSINESS  ENVIRONMENT,  INCLUDING ACTIONS OF COMPETITORS AND CHANGES IN CONSUMER
PREFERENCES;  ADVERSE WEATHER CONDITIONS; OUR ABILITY TO FINANCE EXPANSION PLANS
AND  GENERAL   OPERATING   ACTIVITIES;   REGULATORY  AND  LEGAL   CHANGES;   THE
EFFECTIVENESS  OF OUR  ADVERTISING AND MARKETING  PROGRAMS;  FLUCTUATIONS IN THE
COST AND AVAILABILITY OF RAW MATERIALS; DEPENDENCE UPON THIRD-PARTY VENDORS; OUR
ABILITY TO ACHIEVE EARNINGS FORECASTS;  INTEGRATION OF ACQUISITIONS;  ABILITY TO
SUSTAIN AND MANAGE GROWTH; AND CHANGES IN ECONOMIC AND POLITICAL CONDITIONS. YOU
SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS,  WHICH SPEAK ONLY
AS OF THE DATE THEY ARE MADE.  THE COMPANY  UNDERTAKES NO OBLIGATION TO PUBLICLY
UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS.

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         The Registrant, formerly known as Cardinal Minerals, Inc., is now known
as Universal Food and Beverage Company, a Nevada corporation (the "Company"), as
a result of the name change on March 2, 2005.

         On  September  28,  2004,  the Company  entered  into a Share  Purchase
Agreement and Plan of Reorganization,  as amended ("Reorganization  Agreement"),
with Universal Food and Beverage Company, a Delaware  corporation  ("UFB"),  and
its  shareholders,  for the  exchange  of all the  outstanding  shares and other
rights with  respect to UFB common  stock for shares of common  stock,  $.01 par
value, of the Company.

         As of March 2, 2005, as a result of the share  exchange,  the following
agreements of UFB are now material  definitive  agreements of the Company:

      o     The employment agreements between UFB and each of Duane Martin, Marc
            Fry, Ralph Passino,  Joseph Balistreri and Charles Sizer, each dated
            as of September 1, 2004, and more fully  described below under "Item
            2.01   Completion  of   Acquisition   or  Disposition  of  Assets  -
            Management."

      o     The option agreement  between UFB and  Independence  Water Group, or
            IWG, dated as of September 1, 2004, and more fully  described  below
            under "Item 2.01  Completion of  Acquisition  of Assets - Summary of
            Our Business After the Merger - IWG Option."

      o     The asset  purchase  agreement and real estate  purchase  agreement,
            each dated as of  February  28,  2005,  between UFB and IWG, as more
            fully  described  below under "Item 2.01  Completion of  Acquisition
            Assets - Summary of Our Business  After the Merger - Acquisition  of
            the IWG Water Bottling Assets."

      o     The common stock purchase warrants,  each dated as of March 2, 2005,
            between the Company and certain individual  warrantholders,  as more
            fully  described below under "Item 2.01 Completion of Acquisition or
            Disposition of Assets."

                                       1
Copies of the  employment  agreements,  option  agreement  and purchase
agreements, and the form of common stock purchase warrant, are filed as exhibits
to this Form 8-K.

ITEM 2.01         COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

         On March 2, 2005, the Company completed the share exchange with the UFB
shareholders contemplated by the Reorganization Agreement.

         Immediately  prior to the share  exchange,  the Company  effected a one
(1)-for  ten (10)  reverse  stock  split for its  shares of  common  stock  then
outstanding resulting in 2,679,209 shares remaining (described in Section 3.03).

         On  March  2,  2005,  as a  result  of the  share  exchange  and  other
transactions contemplated by the Reorganization Agreement and accounting for the
reverse  split:

      o     UFB became a wholly owned subsidiary of the Company,

      o     the former UFB  shareholders  collectively  were  issued  24,634,345
            shares  of the  Company's  common  stock  and now own  approximately
            90.19%  of the  27,313,554  issued  and  outstanding  shares  of the
            Company's common stock, and

      o     the  outstanding  rights,  warrants  and  options  to  acquire up to
            13,184,345  shares of UFB common stock became  rights,  warrants and
            options to acquire up to 13,184,345  shares of the Company's  common
            stock, including common stock purchase warrants for 5,984,345 shares
            of the  Company's  common  stock,  and  rights  of  IWG  to  acquire
            6,000,000  shares of the  Company's  common  stock on a  one-for-one
            basis on the same economic terms.

         Each  share of the  Company's  common  stock  issued to the  former UFB
shareholders in connection with the share exchange was issued under an exemption
from registration  under Section 4(2), of the Securities Act of 1933, as amended
("Securities  Act").  As such,  the shares of Company common stock issued to the
former UFB shareholders are "restricted"  shares, and the holder thereof may not
sell,  transfer or otherwise dispose of such shares without  registration  under
the Securities Act or an exemption.  The former UFB shareholders do not have any
registration rights for the shares received in the share exchange.

         As referenced above, as a result of the exchange,  certain common stock
purchase  warrants  of UFB  became  warrants  to  purchase  common  stock of the
Company.  These  warrants are  exercisable  for an aggregate  total of 5,984,345
shares of our common stock.  Each common stock purchase warrant gives the holder
the right to purchase one (1) share of our common stock at an exercise  price of
$2.00 per share through May 31, 2005, and $2.50 per share from and after June 1,
2005, until the warrant expires on March 2, 2006.

         The trading symbol of the common stock of the post-exchange  Company is
now UFBV.

         Immediately  prior  to the  share  exchange,  the  Company's  directors
appointed Duane N. Martin as a director and the new chief  executive  officer of
the  Company,  Marc C. Fry as a director  and new  president  of the Company and
Ralph Passino as the new vice president,  chief financial  officer and secretary
of the Company.  The Company's other directors and officers  resigned from their
positions as of the  effectiveness  of the share exchange.  See below under Item
5.01, "Changes in Control of the Registrant".

         As a result of the share  exchange,  the business of UFB has become the
business of the Company.

                                       2
SUMMARY OF OUR BUSINESS AFTER THE MERGER

         Unless the context requires  otherwise,  all references to "we," "our,"
or "us" or the "Company" are to Universal  Food and Beverage  Company,  a Nevada
corporation, formerly known as Cardinal Minerals, Inc.

General

      o     Through our wholly-owned  Delaware  subsidiary,  we currently manage
            the  operations of certain water bottling  equipment,  buildings and
            water rights in Independence,  Virginia owned by Independence  Water
            Group, LLC, or IWG.

      o     Through our wholly-owned  subsidiary,  we have agreements to acquire
            the  assets  used in the  water  bottling  business,  together  with
            certain  improved  land,  from  IWG.  We expect  to  complete  these
            acquisitions in the first quarter of 2005. We will pay approximately
            $5.5  million for the water  bottling  business  assets,  in Company
            common stock and cash.

      o     Our  strategy is to become a leading  manufacturer  and  marketer of
            healthy and "value-added"  food and beverage  products.  Our primary
            goal is to develop innovative  products and packaging for direct and
            private label sale and to distribute  products both domestically and
            internationally.  We will also develop,  test and perfect processing
            and packaging systems to provide contract manufacturing services, as
            well as develop new products and improve product quality.

      o     We   additionally   intend  to   identify   and  pursue   additional
            acquisitions of other water bottling businesses and product lines in
            the United  States and Canada in order to implement  our strategy of
            expanding capacity, sales and product offerings.

Our  principal  executive  offices  are at 3830  Commerce  Drive,  St.  Charles,
Illinois 60174. Our telephone number is (630) 584-8670.

The Management Agreement

         We have an agreement  with IWG to operate and manage its water bottling
business in Independence,  Virginia.  The management  agreement  requires us to,
among other things:

      o     manage the day to day operations of the water bottling  business and
            the related improved land;

      o     conduct,  direct and supervise the water  bottling  business and its
            operating and maintenance activities;

      o     obtain  all  necessary   operating   permits  and  comply  with  all
            environmental and other regulatory matters; and

      o     market and sell the products of the water bottling business.

         We are  responsible  for all  expenses  of the  operation  of the water
bottling  business,  including all employee costs,  current debt service and all
normal and regular recurring,  operating  expenses for the production,  delivery
and sale of the products, such as well maintenance, materials, shipping, etc. We
are responsible for these expenses  without regard to the revenues  generated by
the water bottling  business,  though we receive all proceeds from product sales
of the water bottling business.

                                       3
IWG Option

     As part of the  management  agreement,  we granted IWG an option to receive
1,000,000  shares  of our  common  stock  and a  warrant  to  purchase  up to an
additional  1,000,000  shares of our common stock.  We have  reserved  2,000,000
shares of our common stock for  issuance in  connection  with this  option.  The
option is exercisable by written notice to us without further payment,  only if,
and after,  the closing of our  acquisition of the IWG water  bottling  business
assets  described  below.  The option may be exercised only as to all shares and
warrants.  The warrant  will have an  exercise  price of $2.00 per share for the
ninety days immediately following the date of its issuance,  and $2.50 per share
thereafter until the warrant expires on the first anniversary of its issuance.

Acquisition of the IWG Water Bottling Assets

         We formed an indirect wholly-owned Virginia subsidiary,  Universal Food
and Beverage  Company of Virginia,  to purchase the following  assets of the IWG
water  bottling  business and related  improved land pursuant to the terms of an
asset purchase  agreement and real estate purchase agreement with IWG each dated
as of February 28, 2005:

      o     approximately 620 acres of forestland,

      o     a 7,889 square foot fully  equipped and  operational  water bottling
            facility,

      o     an 8,000 square foot distribution warehouse, and

      o     a 6,500 square foot home on the premises.

     Based  on an  independent  appraisal  we  obtained,  the  real  estate  and
facilities  have an estimated  value of $4.7  million.  The  existing  equipment
ranges in age and has been recently  refurbished to ensure its reliability.  The
equipment  operates at approximately 200 bottles per minute or 2.2 million cases
annually.

         We expect to close the  acquisition  of these  assets  during the first
calendar quarter of 2005.

         Our  agreements  with  IWG  require  us to  deliver  a  purchase  price
consisting of:

      o     2,000,000 shares of our common stock,

      o     warrants to purchase 2,000,000 shares of our common stock,

      o     $1,500,000 in cash payable at closing and

      o     the  assumption of $2,500,000 in bank debt and trade payables of the
            water bottling business at the closing.

     The warrant has an exercise price of $1.00 per share  following the date of
its issuance until the warrant expires on the third anniversary of its issuance.

     We have reserved  4,000,000  shares of common stock for issuance as part of
the  consideration  to be paid to IWG in  connection  with the  acquisition.  We
intend to obtain a loan secured by the  purchased  assets from a local  Virginia
bank, and to use the loan proceeds to fund the cash closing  amounts  payable to
IWG and refinance the outstanding debt of the water bottling business. If we are
unable to obtain this loan on favorable  terms,  or if the amount of the loan we
obtain is not  sufficient,  we may use a  combination  of seller  financing  and
available working capital to fund all or part of the acquisition.

     Upon completion of the acquisition, we intend to expand production into the
distribution warehouse to provide for a second bottling line. We anticipate that
the second  line will  operate at  approximately  500  bottles  per  minute,  an

                                       4
increase of five (5)  million  cases per year.  To  accommodate  this  increased
capacity,  we will  temporarily  lease 50,000 square feet of warehouse space for
raw material and finished product storage.

Additional Acquisitions

         We also intend to identify and pursue additional  acquisitions of other
water  bottling  businesses and product lines in the United States and Canada in
order to  implement  our  strategy  of  expanding  capacity,  sales and  product
offerings.

Products

         We will market our water products as `natural mountain water'.

         We are developing product lines targeted to the health beverage market.
This product line will be a vitamin driven beverage,  which is differentiated by
having no sugar,  no salt, and no calories.  It will be produced in a variety of
flavors.

         We expect to identify future product offerings based upon wide criteria
including  consumer trends,  product  category,  pricing and product sizing.  We
intend to market `value-added' products,  which will have added vitamins without
sugar, sodium, or calories,  energy replacement drinks and  isotonic/electrolyte
and oxygenated formulas amongst others.

         We plan to  aggressively  pursue the development of our brands and will
seek  out  additional  brand  and  product  licenses  to  further  enhance  such
development. We will enter into arrangements for private labeling and co-packing
contracts and those arrangements may include existing brands.

Research and Development

         We will research the `value-added' beverage market to identify consumer
trends, or niche markets.  We intend to develop specific  formulations to target
these markets.  Management will use its contacts to seek out these  formulations
with the intent of obtaining  low cost  licenses to produce  products  that will
fulfill  projected  market needs.  Management will use  professional  input from
specialists  including  doctors,  institutions  and  fitness  experts.  All  new
formulations will be thoroughly test marketed before national rollout.

         We have acquired and installed a "pilot" processing system, temporarily
located in Beloit,  Wisconsin, to accommodate the development of these products.
This pilot  plant will be unique to the  industry  in its  ability to  thermally
process a multitude of liquid food variations. The pilot plant will be available
for internal product  development as well as product development for our co-pack
clients.  The costs of test runs will be charged to our  clients or rolled  into
the co-pack service costs.

Proprietary Information, Formulas, Trademarks and Copyrights

         We intend to take all  commercially  reasonable  steps to identify  and
legally protect our intellectual property rights.

Insurance Coverage and Inspections

         In  accordance  with FDA  regulations,  we will have product  liability
insurance coverage of no less than $4 million.

                                       5
We routinely  inspect our facilities in accordance with FDA regulations
and other clinical testing  standards  applicable to the beverage  industry.  We
also inspected for maintenance  and repair of the majority of equipment  related
to the bottling of beverage products.

Suppliers

         We expect to enter into various  agreements  to minimize  single source
supply for its  components  and packaging  materials.  We may become  subject to
single source supply to ensure consistency in product formulas.

LIQUIDITY AND CAPITAL RESOURCES

         We incurred  operating and net income losses while  operating under the
current  management  agreement and  anticipate  continued  losses  following the
completion of the acquisition  during the start-up and development period of our
operation.

         We had  approximately $1 million available as working capital as of the
date of the share exchange.

     As described  above,  we intend to obtain a loan  secured by the  purchased
assets from a local Virginia bank to fund the required  acquisition cash closing
payment and to refinance  the current debt of the water  bottling  business.  If
this loan is not available,  or if the loan amounts are not  sufficient,  we may
use seller financing to fund all or part of the acquisition.

         We are seeking additional  borrowings to support continued  operations.
There is no assurance  that  management  will be  successful  in obtaining  such
additional funds, or that the terms of such borrowings will be acceptable to us.

         We have entered into a performance  agreement with the  Commonwealth of
Virginia providing for grants from Grayson County,  Virginia of $75,000;  grants
from the Virginia Tobacco Fund of $150,000;  and grants from the Commonwealth of
Virginia of $150,000 (said funds were received in February,  2005).  In order to
earn the full  benefits  of these  grants,  we must hire at least 90% of 151 new
jobs we projected  in the  performance  agreement;  and fund at least 90% of the
$7.0 million  expansion budget on a new facility we projected in the performance
agreement.  If we do not meet those two  criteria  within 30 months,  a pro rata
portion of the grant funds must be returned.

         In addition,  we have qualified for  industrial  revenue bond financing
from the Industrial Development Board of Grayson County, Virginia.

DESCRIPTION OF THE COMPANY'S CAPITAL STOCK

         We are presently  authorized  under our certificate of incorporation to
issue  100,000,000  shares  of  common  stock  with a par  value of  $0.01,  and
25,000,000  shares of preferred stock, with a par value of $0.01. As of the date
of  this  filing,   27,313,554  shares  of  our  common  stock  are  issued  and
outstanding, and no shares of preferred stock are outstanding.

                                       6
MANAGEMENT

The  executive  officers of the Company,  their ages and positions are set forth
below:

               Officers            Age               Position
               --------            ---               --------
         Duane N. Martin           38      Chairman and Chief Executive Officer
                                           and Director
         Marc R. Fry               46      President, Chief Operating Officer
                                           and Director
         Ralph M Passino           53      Vice President and Chief Financial
                                           Officer
         Joseph C. Balistreri      50      Vice President-Marketing
         Dr. Charles E. Sizer      56      Vice President Research and
                                           Development

         Information  concerning the present principal  occupation or employment
and material  positions held during the past five years for Messrs.  Martin, Fry
and  Passino  can be found in Item 5.01 below,  and for Mr.  Balistreri  and Dr.
Sizer follows:

         Joseph  Balistreri  is Vice  President-  Marketing.  Prior to the share
exchange,  Mr.  Balistreri had been Vice  President-  Marketing of UFB since its
formation  in July,  2004.  Since  2001,  Mr.  Balistreri  has been  operating a
marketing  consulting  group, JCB & Associates.  Mr. Balistreri was the Creative
Director for IGA, Inc. from 1998 to 2001. Prior to IGA, Mr. Balistreri served as
the president of IMPACT Marketing in Madison, Wisconsin.

         Dr. Charles Sizer is Vice President Research and Development.  Prior to
the share exchange, Dr. Sizer was Vice President Research and Development of UFB
since its formation in July,  2004.  Prior to July, 2004, Dr. Sizer was Director
of the National  Center for Food Safety and Technology at Illinois  Institute of
Technology  (1998 to 2003).  He was also General  Manager of the Research Center
(1993 to 1998),  Director of Product  Development (1986 to1993),  and Manager of
Research and Aseptic  Technology (1981 to 1986) for Tetra Pak USA. Dr. Sizer was
an Assistant  Professor at Iowa State  University  (1979 to 1981). Dr. Sizer has
been the President of Food Research  Laboratories,  Inc. (1978 to 1979); Section
Manager  (1976  to 1978)  and  Senior  Research  Scientist  (1976  to 1978)  for
Frito-Lay Inc.

Employment Agreements and Executive Officer Compensation

         Through our wholly-owned Delaware subsidiary, we have entered into five
year employment agreements with each of our executive officers, on substantially
the terms set forth below. The term will be automatically renewed for successive
five year periods absent 30 days advance notice by either party.  The employment
agreements will provide for the following  initial annual base  compensation for
each of our  executive  officers:  D. Martin - $250,000;  M. Fry - $175,000;  R.
Passino - $175,000; C. Sizer - $165,000; and J. Balistreri - $100,000;  provided
that in each case the  executive  has  agreed to a deferral of 50% of his annual
base compensation until we have achieved a $4 million annual rate of revenues.

         Under the  employment  agreement,  the executive is eligible for annual
incentive  bonuses and is entitled to benefits,  such as retirement,  health and

                                       7
other fringe benefits,  a vehicle allowance,  reimbursement of business expenses
and other perquisites as may be approved by the Board from time to time.

         Under the  employment  agreement,  the  executive's  employment  may be
terminated  by him or us at any time and for any reason.  If his  employment  is
terminated  for any  reason,  he will be  entitled to payment of his accrued but
unpaid base salary, vacation pay, unreimbursed business expenses and other items
earned and owed to him by us. If his  employment  is  terminated  as a result of
death or disability, he, or his estate in the event of his death, will be paid a
pro rata share of his target incentive bonus.

         If the  executive's  employment  is  terminated by us for reasons other
than for cause,  or if he terminates his employment  following a material breach
by us of the  employment  agreement  or for other  defined  reasons,  he will be
entitled  additionally  to continuing  payments of his salary  through the first
anniversary of his termination,  continuation of health benefits for him and his
dependents  for the same period and a pro rata  payment of his target  incentive
bonus. All severance payments pursuant to the employment  agreement terminate in
the  event  the  executive  violates  the  confidentiality,   noncompetition  or
nonsolicitation provisions of the employment agreement.

         If the  executive's  employment  terminates  for any reason  other than
discussed  above,  he is  not  entitled  to any  severance  benefits  under  the
employment agreement.

         Pursuant to the employment agreement, each executive has agreed to keep
all of our confidential  information  secret and he has agreed that, while he is
employed  by us  and  for a  period  of  two  years  after  his  termination  of
employment,  he will not  compete  with us in the  bottled  water  and  enhanced
beverage  business in the  markets in which we operate,  he will not solicit our
customers for a competitive business and he will not solicit our employees.

Employees

         We  anticipate  that  our  initial   staffing  level  will  consist  of
approximately  50  persons,  of which  approximately  30 will be involved in the
bottling of our products.  We intend to hire to this  staffing  level during the
start-up period.  During the expansion period, staff and labor will be increased
only  as  demand  for  production  requires.  Prior  to  the  completion  of the
installation of the new equipment in the expanded  facilities,  the labor force,
supervision,  and  management  shall be  enhanced  and  trained to staff the new
facility on multiple shifts.

DIRECTORS

         Our  Company's  Board  of  Directors  is made  up of two  (2)  members,
identified below with their respective ages:

           Duane N. Martin            38           Chairman and Director
           Marc R. Fry                46           Director

Director's Compensation

         As our employees,  the current members of the board of directors do not
receive  director's  fees. We reimburse our  directors for  reasonable  expenses
incurred in connection with director's meetings.  We will maintain D&O insurance
for our directors and officers.

                                       8
PRINCIPAL STOCKHOLDERS

         The  following  table sets forth as of March 2, 2005,  the ownership of
our common stock by our directors and executive officers and persons who we know
to own more than five percent of our common  stock.  As of March 2, 2005,  there
were  approximately  88 record holders of common stock and 27,313,554  shares of
common stock outstanding.
Number of Shares of
            Name and Address                 Common Stock              Percentage
           of Stockholder (1)                   Owned           of Common Stock Owned (2)
           ------------------                   -----           -------------------------
Duane N. Martin (3)                 4,666,668                  16.68%
            Marc R. Fry (4)                   4,000,000                  14.64%
          Ralph M. Passino (5)                3,200,000                  11.68%
           Joseph Balistreri                  1,500,000                   5.49%
             Charles Sizer                    1,500,000                   5.49%
           Bruce Neviaser (6)                 6,704,338                  21.32%
            Rich Biscan (7)                   1,931,334                   7.06%
           Newlin Martin (8)                  1,525,000                   5.58%
Directors and executive officers as a        14,866,668                  52.96%
group (5 persons--Messrs. D. Martin,
Fry, Passino, Balistreri and Sizer)
(3)(4)(5)
(1) Unless  otherwise  indicated  the  address of all the  persons  named is c/o
Universal Food and Beverage Company, 3830 Commerce Drive, St. Charles, IL 60174.

(2) Based on  27,313,554  shares  of common  stock  outstanding,  and  otherwise
computed in accordance with Rule 13d-3 of the Exchange Act.

(3) Includes 333,334 shares held by Elizabeth Martin, his wife. Includes 333,334
shares  of common  stock  held by Mrs.  Martin  that were  subject  to  warrants
exercisable within 60 days of March 2, 2005.

(4) Includes  300,000  shares held by BLPJ LLC, a limited  liability  company of
which he is the sole member.

(5)  Includes  100,000  shares of common  stock that were  subject  to  warrants
exercisable within 60 days of March 2, 2005.

(6) Includes  333,334 shares held by Neviaser  Enterprises,  Inc., a corporation
which he controls.  Includes  3,801,669 shares of common stock that were subject
to warrants exercisable by him and Neviaser Enterprises,  Inc. within 60 days of
March 2, 2005. Mr. Neviaser's address is 4123 Mandan Cresent, Madison, WI 53712.

 (7)  Includes  41,334  shares of common  stock that were  subject  to  warrants
exercisable  within 60 days of March 2, 2005. Mr. Biscan's address is 2162 Acorn
Court, Wheaton, IL 60187.

 (8) Newlin Martin is the father of Duane Martin. Newlin Martin's address is 101
S. Merchant Street, Effingham, IL 62401.

         This table does not include the  6,000,0000  shares of our common stock
that IWG may acquire  under the rights,  options and  warrants  discussed  above

                                       9
under "Item 2.01  Completion of  Acquisition of Assets - Summary of Our Business
After the  Merger - IWG  Option  and -  Acquisition  of the IWG  Water  Bottling
Assets."  If those  shares of  common  stock  were  issued  to IWG,  they  would
represent approximately 18.01% of our common stock outstanding. IWG's address is
3255 Elk Creek Parkway, Independence, Virginia 24348.

                                  RISK FACTORS

The following  risks relating to our business and our common stock are important
for you to consider:

Limited Operating History

We essentially are a start-up operation, that intends to acquire and operate the
assets  associated  with  the  IWG  water  bottling  business.  There  can be no
assurance we will be profitable.  As a start-up company,  there are likely to be
unanticipated risks.

Need for Additional Financing; Debt Funding

We will be dependent  upon  current  available  working  capital to complete our
business  objectives,  cited herein.  While management believes that our working
capital,  together with  revenues  will be  sufficient  to meet our  anticipated
immediate  cash  requirements  and provide us with  capital  sufficient  to fund
short-term needs, there is no assurance in this regard.

Our continued  existence will be dependent upon its ability to generate positive
cash flows from  operations to fund our working  capital needs.  We have working
capital  reserves  to  provide a cushion  against  limited  unforeseen  business
adversities. However, we cannot at this time estimate the amount of capital that
will be required in the future, the timing of such capital  requirements or what
valuation and pricing might be expected.  If we cannot find adequate  capital on
reasonable terms, we may not be able to accomplish our business objectives.

We may require additional financing to further develop operations.  No assurance
can be given that we will  successfully  obtain  such  financing  on  acceptable
terms. The failure to obtain such financing could have a material adverse effect
us.

Further, should we seek debt funding to satisfy additional funding requirements,
such leverage  poses the risks that we: may be unable to repay its debt due to a
decline  in  revenues  or  disruption  in cash  flow;  may be  unable  to obtain
additional  financing;  must  dedicate a  substantial  portion of cash flow from
operations  to servicing the interest and  principal  payments on debt,  and any
remaining  cash flow may be inadequate to fund planned  operations;  has pledged
substantially  all of its inventory and accounts  receivable as collateral;  and
may be more  vulnerable  during  economic  downturns,  less  able  to  withstand
competitive  pressures and less flexible in responding to changing  business and
economic conditions.

Highly Competitive Beverage Industry

The  beverage  industry  is  highly  competitive.   Our  products  are  sold  in
competition with all liquid refreshments. There can be no assurance that we will
be able to  compete  successfully.  Many of our  competitors  have  far  greater
financial,  operational and marketing resources and more established proprietary
trademarks  and  distribution  networks  than we do.  Furthermore,  the beverage
industry is characterized by rapid changes, including changes in consumer tastes
and preferences,  which may result in product obsolescence or short product life
cycles.  As a result,  competitors  may be  developing  products of which we are
unaware which may be similar or superior to our products.  Accordingly, there is

                                       10
no  assurance  that  we  will  be able  to  compete  successfully  or  that  our
competitors  or future  competitors  will not develop  products  that render our
products less marketable.

Changes in Consumer Preferences and Tastes

Maintaining our competitive  position depends on our continued  ability to offer
products that have a strong appeal to consumers.  Consumer preferences may shift
due to a variety of factors, including changes in demographic and social trends,
the  availability  and appeal of  alternative  beverages or packaging as well as
general  economic  conditions.  Any  significant  shift in consumer  preferences
coupled with our failure to  anticipate  and react to such changes  could reduce
the demand for certain  products in our portfolio  resulting in reduced sales or
harm to the image of our brands.  No assurance can be given that consumer demand
for fruit flavored waters will exist, grow or will not diminish in the future.

Need for Acquisitions and New Product Development

Part  of  our  strategy  is  to  increase  our  sales  through  acquisitions  of
complementary  businesses  and  products  and the  development  of new  beverage
products.  We cannot  assure you that we will be able to identify  and  complete
these acquisitions,  or develop, market, and distribute future beverage products
that will enjoy market  acceptance.  The failure to expand through  acquisitions
and/or the failure to develop new beverage  products that gain market acceptance
could have an adverse impact on our growth and materially  adversely  affect our
financial condition.

Acquisitions Could Result in Operating Difficulties,  Dilution and Other Harmful
Consequences

The  acquisition  of  the  IWG  water  bottling  business  will  be,  and  other
acquisitions we make could be,  material to our financial  condition and results
of operations.  In addition,  the process of  integrating  an acquired  company,
business  or  technology  may  create  unforeseen  operating   difficulties  and
expenditures  and may not provide the benefits  anticipated.  The areas where we
may face risks include:

      o     difficulties   integrating  operations,   personnel,   technologies,
            products and information systems of acquired businesses;

      o     potential loss of key employees of acquired businesses;

      o     adverse    effects    on   our    results   of    operations    from
            acquisition-related   charges  and   amortization  of  goodwill  and
            purchased technology;

      o     increased fixed costs, which could affect profitability;

      o     inability  to  maintain  the  key  business  relationships  and  the
            reputations of acquired businesses;

      o     potential  dilution  to current  shareholders  from the  issuance of
            additional equity securities;

      o     inability  to  maintain  our  standards,  controls,  procedures  and
            policies;

      o     responsibility for liabilities of companies we acquire; and

      o     diversion of management's attention from other business concerns.

                                       11
Sales are Seasonal

The beverage industry  generally  experiences its highest sales by volume during
the spring and summer  months and its lowest  sales by volume  during the winter
months.  As a  result,  our  working  capital  requirements  and cash  flow vary
substantially  throughout the year. Consumer demand for our products is affected
by weather  conditions.  Cool,  wet  spring or summer  weather  could  result in
decreased  sales  of our  products  and  could  have an  adverse  effect  on our
financial  position.  Additionally,  due to  the  seasonality  of the  industry,
results from any one or more quarters are not  necessarily  indicative of annual
results or continuing trends.

Profit Margins; Reliance on Manufacturers and Other Key Vendors

The beverage  industry is highly  competitive  and  therefore the company can be
subject to  significant  pricing  pressure as well as increased cost of bottling
and packaging materials, and production equipment.

We  are  relying  substantially  upon  its  relationships  with,  and  receiving
favorable  pricing  arrangements  from, a limited number of  manufacturers.  Our
success  depends,  to a  significant  extent,  on the continued  popularity  and
reputation  for  quality  of either the  products  of its  manufacturers  or the
products  they  produce.  In  addition,  any  adverse  change  in the  financial
condition,  production  efficiency,  product  development,  and  management  and
marketing capabilities of the respective  manufacturers could have a substantial
impact on either of the  businesses.  In the event the  operations of the supply
manufacturers were interrupted or discontinued,  temporary inventory shortfalls,
or disruptions or delays with respect to any unfilled  purchase  orders could be
experienced.  Although  we believe  that  adequate  alternate  sources  would be
available that could replace a manufacturer as a product resource,  there can be
no assurance  that such  alternate  sources will be available at the time of any
such  interruption or that alternative  products will be available at comparable
quality and prices or that customers would accept such replacements.

Key Personnel

Our  performance  and future  success  depends to a significant  extent upon the
continued service of some of senior  management and certain  executive  officers
and key  personnel.  In  particular,  the loss of the  skills,  experience,  and
continued efforts of Duane Martin or Marc Fry, or any other key personnel, could
have a material  adverse effect on business and  prospects.  We do not currently
have key-man insurance on any of our executive officers.

We have employment  agreements with our executive officers that provide for base
salary  and  additional  compensation  in the form of bonus  based  upon  stated
objectives.  In addition, our executive officers hold substantial amounts of our
common stock.

There can be no assurance  that the Company will retain its  executive  officers
and key personnel.

Management of Growth

The  expansion  necessary  for us to fully  exploit  the  market  window for our
products  requires  effective  planning and  management  process.  Our plans for
significant growth are expected to continue to place a strain on our managerial,
operational and financial  resources.  To manage our growth, we must continue to
implement and improve  operational  financial  systems and to expand,  train and
manage our employee  base.  The  additional  personnel  required by our expected
growth must be  recruited in a tight labor  market.  Although we believe we have
made adequate  allowances for costs and risks  associated  with this  expansion,
there can be no assurance  our systems,  procedures or controls will be adequate
to support our operations,  or that management will be able to achieve the rapid

                                       12
execution  necessary  to fully  exploit  the  perceived  market  window  for our
products. If we are unable to manage growth effectively, our business, operating
results and financial condition will be adversely affected.

If we expand in the future, we will increasingly  become vulnerable to a variety
of business risks  associated with growing  companies.  Our current growth plans
require, among other things, acquiring suitable and product-compatible water and
beverage companies.  The failure to maintain or upgrade financial and management
control  systems or to recruit  additional  staff or to respond  effectively  to
difficulties  encountered  during growth could have a material adverse effect on
our business,  financial condition and operating results. Although we are taking
steps to ensure  that our  systems  and  controls  are  adequate  to address our
current and anticipated  needs, and are attempting to recruit  additional staff,
there can be no  assurance  that,  if we  continue  to grow,  we will be able to
effectively  manage our  growth,  anticipate  and  satisfy  all of the  changing
demands and requirements that such growth will impose upon us or achieve greater
operating income or profitability.

Government and Regulatory Issues

We are subject to government rules and regulations, including federal, state and
local laws, regulations and inspections,  and trade association standards. These
laws and  regulations  and their  interpretation  and enforcement are subject to
change. There can be no assurance that additional or more stringent requirements
will not be imposed on our operations in the future.  Our failure to comply with
any of these  governing  bodies could  irreparably  harm the business.  Risks of
incurring  substantial  compliance  costs  and  liabilities  and  penalties  for
non-compliance,  particularly  with respect to certain FDA laws and regulations,
are inherent in our business.  Such  compliance  requires us to perform  regular
testing of our water supply,  an integral  part of its  products.  If we fail an
inspection,  we must take immediate action to correct any deficiencies and fully
document said action(s).  All deficiencies  must be corrected within thirty (30)
days of inspection.  Additional testing is required to ascertain  cleanliness of
equipment  used in the  processing  and  bottling  of our  products.  Management
believes it complies with the rules and regulations with which it is required to
comply.

If we, our  management and or our employees fail to comply with a governing rule
or regulation,  we may be subject to fines, or other penalties,  or its business
license  may be lost or  suspended.  If we were to lose our  license and suspend
operations,  it would have a material adverse effect on our business,  financial
condition and operating results. Management cannot predict whether we will incur
such costs or penalties in the future.

We also  recognize the oversight of our  operations  by OSHA.  While  management
intends to conduct  operations in a manner  consistent with OSHA regulations and
standards that limit accidents and bodily injury, there can be no assurance that
an  accident  will not  happen in the  manufacturing  facility  or on any of our
premises.

Limited Product Liability Insurance

The  bottling and  distribution  of bottled  water  products can lead to product
liability claims, including liability due to the presence of contaminants in its
products.  We will  maintain  insurance  coverage  against  the risk of  product
liability. However, the amount of the insurance we may carry could be subject to
certain  exclusions  and may,  or may not,  be  adequate.  In addition to direct
losses resulting from product  liability,  we could suffer adverse publicity and
damage  to our  reputation  in the event of  contamination  which  could  have a
material adverse effect on sales and profitability.

Our Management Owns Significant Amounts of Our Common Stock

Our directors and executive  officers  beneficially own approximately  54.43% of
our outstanding common stock as of this date.  Accordingly,  these persons, as a
group,  will be able to exert  significant  influence  over the direction of our

                                       13
affairs  and  business,   including  any  determination   with  respect  to  our
acquisition or disposition of assets,  future issuances of common stock or other
securities,  and the election or removal of directors.  Such a concentration  of
ownership  may also have the effect of  delaying,  deferring,  or  preventing  a
change  in  control  of the  Company  or cause  our  market  price  to  decline.
Notwithstanding  the exercise of their  fiduciary  duties by the  directors  and
executive  officers and any duties that such other  stockholder  may have to the
Company or our other  stockholders in general,  these persons may have interests
different than yours.

We Do Not Expect to Pay Dividends for the Foreseeable Future

For the foreseeable future, it is anticipated that earnings, if any, that may be
generated  from our  operations  will be used to finance our operations and that
cash dividends will not be paid to holders of our common stock.

Our common stock is illiquid and the price of our common stock may be negatively
impacted by factors which are unrelated to our operations.

Our common stock  currently  trades on a limited basis on the OTC Bulletin Board
and the Berlin  Stock  Exchange.  The market  price of our  common  stock  could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned  growth,  quarterly  operating  results of
other  companies,  trading  volume  in our  common  stock,  changes  in  general
conditions  in the  economy  and the  financial  markets  or other  developments
affecting  our  competitors  or us. In addition,  the stock market is subject to
extreme price and volume  fluctuations.  This  volatility  has had a significant
effect on the market price of  securities  issued by many  companies for reasons
unrelated to their  operating  performance and could have the same effect on our
common stock.

A decline in the price of our common  stock  could  affect our  ability to raise
further working capital and adversely  impact our ability to continue our normal
operations.

A prolonged decline in the price of our common stock could result in a reduction
in the  liquidity  of our common  stock and a reduction  in our ability to raise
capital. In particular, we have a substantial number of warrants outstanding and
a decline in the price of our common  stock  would make it  unlikely  that those
warrants  would be exercised  and that could be  especially  detrimental  to our
liquidity and our operations. Such reductions would force us to reallocate funds
from other  planned  uses and would have a  significant  negative  effect on our
business plan and operations, including our ability to expand our facilities and
equipment,  develop new products and  continue  our current  operations.  If our
stock price  declines,  there can be no assurance  that we can raise  additional
capital or generate funds from operations sufficient to meet our obligations. If
we are unable to raise sufficient  capital in the future,  we may not be able to
have the resources to continue our normal operations.

Our Articles of Incorporation and Bylaws and Nevada law contain  provisions that
could delay or prevent a change of control  and could limit the market  price of
our common stock.

Our authorized  capital stock consists of 100,000,000 shares of common stock and
25,000,000 shares of preferred stock. Our board of directors, without any action
by stockholders,  is authorized to designate and issue shares of preferred stock
in any class or series as it deems  appropriate  and to  establish  the  rights,
preferences and privileges of these shares, including dividends, liquidation and
voting  rights.  The rights of holders of shares of preferred  stock that may be
issued may be superior to the rights  granted to the holders of existing  shares
of our common stock. Further, the ability of our board of directors to designate
and issue such undesignated  shares could impede or deter an unsolicited  tender
offer  or  takeover  proposal  and the  issuance  of  additional  shares  having
preferential  rights could adversely affect the voting power and other rights of
holders of our common stock.

                                       14
Trading of our stock may be  restricted  by the SEC's  penny  stock  regulations
which may limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange  Commission has adopted  regulations which generally
define  "penny  stock" to be any  equity  security  that has a market  price (as
defined)  less than $5.00 per share or an exercise  price of less than $5.00 per
share,  subject to certain  exceptions.  Our securities are covered by the penny
stock  rules,   which  impose   additional   sales  practice   requirements   on
broker-dealers  who  sell  to  persons  other  than  established  customers  and
"accredited  investors".  The term  "accredited  investor"  refers  generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding  $200,000 or $300,000 jointly
with their  spouse.  The penny stock rules require a  broker-dealer,  prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk  disclosure  document  in a form  prepared  by the SEC  which
provides information about penny stocks and the nature and level of risks in the
penny stock  market.  The  broker-dealer  also must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  The bid and offer  quotations,  and the  broker-dealer and salesperson
compensation  information,  must be given to the  customer  orally or in writing
prior to effecting the  transaction and must be given to the customer in writing
before or with the customer's  confirmation.  In addition, the penny stock rules
require that prior to a transaction  in a penny stock not otherwise  exempt from
these rules, the broker-dealer  must make a special written  determination  that
the penny  stock is a suitable  investment  for the  purchaser  and  receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for the stock that is subject to these penny stock  rules.  Consequently,
these penny stock  rules may affect the ability of  broker-dealers  to trade our
securities.  We believe  that the penny  stock  rules will  discourage  investor
interest in and will limit the marketability of our common stock.

Since Our Shares Are Thinly Traded, And Trading On The OTC Bulletin Board May Be
Sporadic  Because  It Is Not  An  Exchange,  Stockholders  May  Have  Difficulty
Reselling Their Shares.

Our common  shares are currently  listed for public  trading on the Nasdaq Stock
Market,  Inc.'s OTC Bulletin  Board and the Berlin Stock  Exchange.  The trading
price of our common shares has been subject to wide fluctuations. Trading prices
of our common shares may  fluctuate in response to a number of factors,  many of
which will be beyond our  control.  The stock market has  generally  experienced
extreme  price  and  volume  fluctuations  that have  often  been  unrelated  or
disproportionate  to the operating  performance of companies,  especially  those
with no current  business  operation.  There can be no  assurance  that  trading
prices and price  earnings  ratios  previously  experienced by our common shares
will be matched or  maintained.  These  broad  market and  industry  factors may
adversely  affect  the  market  price of our common  shares,  regardless  of our
operating performance.

In the past,  following periods of volatility in the market price of a company's
securities,  securities class-action litigation has often been instituted.  Such
litigation,  if  initiated,  could  result  in  substantial  costs  for us and a
diversion of management's attention and resources.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

         In  connection  with the share  exchange,  we issued  an  aggregate  of
24,634,345 shares of common stock to the former stockholders of UFB on the basis
of one (1) share of the Company's common stock for each outstanding share of UFB
common  stock.  Each share of the  Company's  common  stock issued to the former
stockholders  of UFB in connection  with the share  exchange was issued under an
exemption  from  registration  under  Section  4(2) of the  Securities  Act, and
therefore they will be restricted  shares,  and the holder thereof may not sell,
transfer or  otherwise  dispose of such shares  without  registration  under the

                                       15
Securities Act or an exemption. In addition, the Company assumed the obligations
of UFB under its outstanding rights,  warrants and options,  and exchanged these
rights,  warrants and options for rights, warrants and options to purchase up to
13,184,345 shares of the Company's common stock. The replacement securities were
also issued  under an  exemption  from  registration  under  Section 4(2) of the
Securities  Act, and therefore  they will be restricted  shares,  and the holder
thereof may not sell,  transfer  or  otherwise  dispose of such  shares  without
registration under the Securities Act or an exemption.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

         As a condition to the share exchange,  the Company  completed a reverse
split of its common  stock,  pursuant to which every ten  outstanding  shares of
common stock was reverse split into one newly issued share of common stock.  The
Company will round up for any fractional interests.  There were no dissenters or
appraisal rights in connection with the reverse split.

         Because the Company is organized  under  Nevada law, the reverse  split
has not changed the number of authorized shares of common stock or the par value
of the  Company's  common  stock.  There has been no change in the number of the
Company stockholders as a result of the reverse split.

         The  Company  is  presently   authorized   under  its   certificate  of
incorporation  to issue  100,000,000  shares of common stock with a par value of
$0.01 and 25,000,000 shares of preferred stock with a par value of $0.01.

         The Company  also changed its  corporate  name to  "Universal  Food and
Beverage Company".

         DO NOT DESTROY  YOUR CURRENT  COMPANY  STOCK  CERTIFICATE.  The current
stock certificate continues to represent your rights in the Company,  subject to
the adjustment  caused by the reverse split.  Stockholders of the Company do not
need to seek  replacement of their share  certificates  with the new name of the
corporation or reflecting the reverse split. Stockholders, however, may obtain a
new certificate by contacting the Company's  transfer agent,  Interwest Transfer
Co.,  1981 East Murray  Holladay  Road,  Suite 100,  Salt Lake City,  Utah 84117
(801-272-9294) and following their instructions.

ITEM 5.01.        CHANGES IN CONTROL OF REGISTRANT

         As a result of the share  exchange and the terms of the  Reorganization
Agreement  described  above,  which included a provision to change the directors
and officers of the Company, there was a change of control. of the Company.

         Upon the issuance of 24,634,345 shares of common stock of the Company's
to the  stockholders  of UFB, the  stockholders  of UFB  acquired  approximately
90.19% of the 27,313,554  issued and  outstanding  shares of common stock of the
post-exchange Company.

         Immediately prior to their resignation,  contingent on the consummation
of the Reorganization Agreement, the board of directors of the Company appointed
Duane N. Martin and Marc R. Fry as directors of the Company and appointed  Duane
N. Martin,  Marc R. Fry and Ralph M. Passino,  as the principal  officers of the
Company,  as disclosed in the Schedule 14(f) dated January 25, 2005,  previously
filed with the SEC and distributed to the stockholders of the Company. Effective
as of the share exchange,  Roland Vetter,  Carol O'Shea,  Dana Hansen and Milton
Datsopoulos, resigned as directors and officers of the Company.

                                       16
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
  NAME AND AGE                    MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
---------------------       --------------------------------------------------------------
Duane N. Martin    38       Director, Chairman of the Board of Directors and Chief
                            Executive Officer.  Prior to the share exchange, Mr. Martin
                            had been a Director, Chairman of the Board of Directors and
                            Chief Executive Officer of UFB since its formation in July,
                            2004. Since 2002, Mr. Martin was President and owner of DNM
                            Group, LLC, a real estate and management company, DNM Morris,
                            LLC, a retail grocery company, and Martin Enterprises, a
                            management company of personal care salons. In 1999, Mr.
                            Martin was promoted to Executive Vice President of IGA Inc,
                            and President of IGA North America, in which positions he
                            served until he resigned from IGA to start the ventures
                            identified in the prior sentence. Mr. Martin served in the IGA
                            organization.  From 1997, when he joined the IGA
                            organization,  until 1999, Mr. Martin was Vice President of
                            Retail Operations, IGA USA.

Marc R. Fry        46       Director, President and Chief Operating Officer.  Prior to the
                            share exchange, Mr. Fry had been a Director, President and
                            Chief Operating Officer of UFB since its formation in July,
                            2004.  From April 1996 to December 2004, Mr. Fry was the
                            President and Chief Executive Officer of Alliance Holdings,
                            Inc. a commercial design, construction and development
                            company.  From April 1993 to April 1996, Mr. Fry was Vice
                            President and Chief Operating Officer of Parmalat USA Corp.,
                            and he was President and Chief Executive Officer of White
                            Knight Packaging Corp. from November 1990 to April 1993 when
                            it was acquired by Parmalat.  Mr. Fry was the Regional
                            Technical Manager of Tetra Pak Inc. from August 1984 to March
                            1991.

Ralph M. Passino   53       Vice President, Chief Financial Officer and Secretary.  Prior
                            to the share exchange, Mr. Passino had been the Chief
                            Financial Officer of UFB since August 2004.  From April 2004
                            to July 2004, Mr. Passino was a consultant to GenTek, Inc., an
                            automotive and chemical manufacturer.  From November 2003 to
                            March 2004, Mr. Passino was Executive Vice President and Chief
                            Financial Officer of American Household Inc. (formerly,
                            Sunbeam Corporation).  From October 1986 to April 2003, Mr.
                            Passino was the Chief Financial Officer and then Vice
                            President and General Manager of General Chemical Group Inc.,
                            an automotive and chemical manufacturer.
ITEM 5.03  AMENDMENTS  TO THE  ARTICLES OF  INCORPORATION  OR BYLAWS:  CHANGE IN
FISCAL YEAR

         On February 23, 2005, the Company filed an amendment to its certificate
of  incorporation  to change its name to "Universal Food and Beverage  Company."
The amendment  became effective on February 24, 2005. The amendment was approved
by the consent of the  stockholders  of the Company,  which was described in the
Information  Statement on Form 14C, dated January 13, 2004,  and  distributed to
the stockholders of the Company.

                                       17
ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial Statements of Business Acquired

                  To be filed not later than May 18, 2005

         (b)      Pro Forma Financial Information

                  To be filed not later than May 18, 2005

         (c)      Exhibits
Exhibit Number    Description
--------------    -----------
2.1               Share Purchase Agreement and Plan of Reorganization (without exhibits and
                  schedules)  (Previously filed and incorporated by reference from Form 8-K
                  dated September 28, 2004, filed October 1, 2004)

3.1               Amendment to Certificate of Incorporation

4.1               Form of Common Stock Purchase Warrant

10.1              Employment Agreement dated as of September 1, 2004 between Duane Martin and
                  Universal Food and Beverage Company, a Delaware corporation

10.2              Employment Agreement dated as of September 1, 2004 between Marc Fry and
                  Universal Food and Beverage Company, a Delaware corporation

10.3              Employment Agreement dated as of September 1, 2004 between Ralph Passino
                  and Universal Food and Beverage Company, a Delaware corporation

10.4              Employment Agreement dated as of September 1, 2004 between Joseph
                  Balistreri and Universal Food and Beverage Company, a Delaware corporation

10.5              Employment Agreement dated as of September 1, 2004 between Charles Sizer
                  and Universal Food and Beverage Company, a Delaware corporation

10.6              Option Agreement dated as of September 1, 2004 between Universal Food and
                  Beverage Company, a Delaware corporation, and Independence Water Group,
                  LLC.

10.7              Asset Purchase Agreement dated as of February 28, 2005 between Universal
                  Food and Beverage Company of Virginia, a Virginia corporation, and
                  Independence Water Group, LLC.

10.8              Real Estate Purchase Agreement dated as of February 28, 2005 between
                  Universal Food and Beverage Company of Virginia, a Virginia corporation, and
                  Independence Water Group, LLC.

99.1              Press Release dated March 4, 2005
18
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 hereunto duly authorized.

Dated:  March 7, 2005                       UNIVERSAL FOOD AND BEVERAGE COMPANY
                                            (Registrant)

                                            /S/ Duane N. Martin
                                            ------------------------------------
                                            Duane N. Martin
                                            Chief Executive Officer and Director

                                       19
EXHIBIT INDEX
Exhibit Number   Description
--------------   -----------
2.1              Share Purchase Agreement and Plan of Reorganization (without exhibits and
                 schedules)  (Previously filed and incorporated by reference from Form 8-K
                 dated September 28, 2004, filed October 1, 2004

3.1              Amendment to Certificate of Incorporation

4.1              Form of Common Stock Purchase Warrant

10.1             Employment Agreement dated as of September 1, 2004 between Duane Martin and
                 Universal Food and Beverage Company, a Delaware corporation

10.2             Employment Agreement dated as of September 1, 2004 between Marc Fry and
                 Universal Food and Beverage Company, a Delaware corporation

10.3             Employment Agreement dated as of September 1, 2004 between Ralph Passino
                 and Universal Food and Beverage Company, a Delaware corporation

10.4             Employment Agreement dated as of September 1, 2004 between Joseph
                 Balistreri and Universal Food and Beverage Company, a Delaware corporation

10.5             Employment Agreement dated as of September 1, 2004 between Charles Sizer
                 and Universal Food and Beverage Company, a Delaware corporation

10.6             Option Agreement dated as of September 1, 2004 between Universal Food and
                 Beverage Company, a Delaware corporation, and Independence Water Group,
                 LLC.

10.7             Asset Purchase Agreement dated as of February 28, 2005 between Universal
                 Food and Beverage Company of Virginia, a Virginia corporation, and
                 Independence Water Group, LLC.

10.8             Real Estate Purchase Agreement dated as of February 28, 2005 between
                 Universal Food and Beverage Company of Virginia, a Virginia corporation, and
                 Independence Water Group, LLC.

99.1             Press Release dated March 4, 2005
20