SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

                   Quarterly Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


  For the Quarterly Period Ended June 30, 2000 Commission file number 0-18761


                           HANSEN NATURAL CORPORATION
             (Exact name of Registrant as specified in its charter)


               Delaware                                39-1679918 
     (State or other jurisidiction of             (I.R.S. Employer 
     incorporation or organization                Identification No.)


                        2380 Railroad Street, Suite 101,
                          Corona, California 92880-5471
               (Address of principal executive offices) (Zip Code)


                                (909) 739 - 6200
               Registrant's telephone number, including area code:



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X No




               The registrant had 9,928,519 shares of common stock
                         outstanding as of July 31, 2000




<PAGE>


                                     HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                                                    June 30, 2000

                                                        INDEX

<TABLE>
<S>              <C>                                                                          <C>



                                                                                                Page No.


Part I.           FINANCIAL INFORMATION


Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of June 30, 2000
                  and December 31, 1999                                                          3

                  Consolidated Statements of Operations for the
                  three and six-months ended June 30, 2000 and 1999                              4

                  Consolidated Statements of Cash Flows for the
                  six-months ended June 30, 2000 and 1999                                        5

                  Notes to Consolidated Financial Statements                                     6


Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                            7



Part II. OTHER INFORMATION


Items 1-5.        Not Applicable                                                                16


Item 6.           Exhibits and Reports on Form 8-K                                              16

                  Signatures                                                                    16


</TABLE>


                                       2


<PAGE>


HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                         June 30,           December 31,
                                                                                           2000                  1999
                                                                                           ----                  ----
                                                 ASSETS
<S>                                                                               <C>                    <C>

CURRENT ASSETS:
Cash and cash equivalents                                                          $          121,609     $       2,009,155
Accounts receivable (net of allowance for doubtful
    accounts, sales returns and cash discounts of $525,748
    in 2000 and $415,305 in 1999 and promotional allowances
    of $2,021,216 in 2000 and $1,651,604 in 2000)                                           7,192,902             3,751,258
Inventories, net                                                                            8,998,888             9,894,414
Prepaid expenses and other current assets                                                     975,918               553,689
Deferred income tax asset                                                                     743,364               743,364
                                                                                   -------------------    ------------------
                                                                                           18,032,681            16,951,880

PROPERTY AND EQUIPMENT, net                                                                 1,119,441               504,191

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
    of $3,160,337 in 2000 and $2,995,285 in 1999)                                          10,607,872            10,768,493
Deposits and other assets                                                                     708,116               484,388
                                                                                   -------------------    ------------------
                                                                                           11,315,988            11,252,881
                                                                                   -------------------    ------------------
                                                                                   $       30,468,110     $      28,708,952
                                                                                   ===================    ==================

                       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Short-term borrowings                                                              $          524,991     $               -
Accounts payable                                                                            5,204,072             5,936,873
Accrued liabilities                                                                           794,172               345,794
Accrued compensation                                                                          131,629               462,285
Current portion of long-term debt                                                             987,533               863,501
Income taxes payable                                                                          220,867               346,636
                                                                                   -------------------    ------------------
                                                                                            7,863,264             7,955,089

LONG-TERM DEBT, less current portion                                                          914,007               902,716

DEFERRED INCOME TAX LIABILITY                                                               1,225,271             1,225,271

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value;  30,000,000  shares  authorized;  9,926,983  and
    10,010,084 shares issued
    and outstanding in 2000 and 1999, respectively                                             50,562                50,050
Additional paid-in capital                                                                 11,569,562            11,340,074
Retained earnings                                                                           9,575,942             7,235,752
Common stock in treasury, at cost - 185,375 and 0 shares
    in 2000 and 1999, respectively                                                           (730,498)
                                                                                   -------------------    ------------------
    Total shareholders' equity                                                             20,465,568            18,625,876
                                                                                   -------------------    ------------------
                                                                                   $       30,468,110     $      28,708,952
                                                                                   ===================    ==================
</TABLE>

                                       3

<PAGE>
HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE-MONTHS AND SIX-MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                 Three Months Ended                      Six Months Ended
                                                                      June 30,                               June 30,
                                                         -----------------------------------    ------------------------------------
                                                               2000                1999               2000                1999
                                                         ----------------    ---------------    ----------------   -----------------
<S>                                                     <C>                  <C>                <C>                <C>    

NET SALES                                                $    22,666,775     $   19,142,247     $    38,644,777    $     34,371,351

COST OF SALES                                                 11,974,847         10,161,707          20,748,889          17,983,133
                                                         ----------------    ---------------    ----------------   -----------------

GROSS PROFIT                                                  10,691,928          8,980,540          17,895,888          16,388,218

OPERATING EXPENSES:
Selling, general and administrative                            7,793,226          6,481,186          13,746,638          12,252,432
Amortization of trademark license and trademarks                  82,638             74,148             165,297             148,296
Other expenses                                                                       15,000                                  30,000
                                                         ----------------    ---------------    ----------------   -----------------

         Total operating expenses                              7,875,864          6,570,334          13,911,935          12,430,728
                                                         ----------------    ---------------    ----------------   -----------------

OPERATING INCOME                                               2,816,064          2,410,206           3,983,953           3,957,490

NONOPERATING EXPENSE (INCOME)
Interest and financing expense                                    63,891             40,080              92,186             103,111
Interest Income                                                   (1,306)           (23,864)             (8,550)            (50,023)
                                                         ----------------    ---------------    ----------------   -----------------
         Net nonoperating expense                                 62,585             16,216              83,636              53,088

INCOME BEFORE PROVISION
         FOR INCOME TAXES                                      2,753,479          2,393,990           3,900,317           3,904,402

PROVISION FOR INCOME TAXES                                     1,101,392            953,800           1,560,127           1,555,300
                                                         ----------------    ---------------    ----------------   -----------------


NET INCOME                                               $     1,652,087     $    1,440,190     $     2,340,190    $      2,349,102
                                                         ================    ===================================   =================


NET INCOME PER COMMON SHARE:
         Basic                                           $          0.17     $         0.14     $          0.23    $           0.24
                                                         ================    ===============    ================   =================
         Diluted                                         $          0.16     $         0.14     $          0.22    $           0.22
                                                         ================    ===============    ================   =================


NUMBER OF COMMON SHARES USED
      IN PER SHARE COMPUTATIONS:
         Basic                                                 9,941,601          9,951,147           9,970,129           9,938,112
                                                         ================    ===============    ================   =================
         Diluted                                              10,367,602         10,638,447          10,426,526          10,567,539
                                                         ================    ===============    ================   =================
</TABLE>

                                        4

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                            2000                    1999
                                                                            ----                    ----
<S>                                                                    <C>                    <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                             $    2,340,190         $    2,349,102
Adjustments to reconcile net income to
   net cash provided by operating activities:
   Amortization of trademark license and trademarks                           160,621                148,297
   Depreciation and other amortization                                        115,656                 72,761
   Compensation expense related to issuance of stock options                                          48,684
   Deferred income taxes                                                                             199,525
   Effect on cash of changes in operating assets and liabilities:
     Accounts receivable                                                   (3,441,644)            (2,983,299)
     Inventories                                                              895,526             (1,291,444)
     Prepaid expenses and other current assets                               (422,229)              (171,605)
     Accounts payable                                                        (732,801)             3,193,893
     Accrued liabilities                                                      448,378                (34,737)
     Accrued compensation                                                    (330,656)              (161,102)
     Income taxes payable                                                    (125,769)              (164,225)
                                                                       ---------------        ---------------
       Net cash (used in) provided by operating activities                 (1,092,728)             1,205,850

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                           (736,138)               (96,374)
Increase in trademark license and trademarks                                    5,232
Decrease in note receivable from director                                                             20,861
Increase in deposits and other assets                                        (223,728)              (312,053)
                                                                       ---------------        ---------------
       Net cash used in investing activities                                 (954,634)              (387,566)

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings                                             524,991
Principal payments on long-term debt                                         (353,085)            (1,753,735)
Increase in long-term debt                                                    488,408
Issuance of common stock                                                      230,000                 20,700
Redemption of common stock                                                   (730,498)
                                                                       ---------------        ---------------
       Net cash provided by (used in) financing activities                    159,816             (1,733,035)

                                                                       ---------------        ---------------
NET DECREASE IN CASH                                                       (1,887,546)              (914,751)
CASH, beginning of period                                                   2,009,155              3,806,089
                                                                       ---------------        ---------------
CASH, end of period                                                    $      121,609         $    2,891,338
                                                                       ===============        ===============
                                                                       

SUPPLEMENTAL INFORMATION Cash paid during the year for:
     Interest                                                          $       87,286         $      117,508
                                                                       ===============        ===============
     Income taxes                                                      $    1,335,896         $    1,520,000
                                                                       ===============        ===============
</TABLE>



NONCASH TRANSACTIONS:
     During the six-month  period ended June 30, 2000, the Company issued 15,127
       shares of common stock to employees in connection  with a net exercise of
       options to purchase 21,760 shares of common stock.

     During the six-month  period ended June 30, 1999, the Company issued 32,238
       shares of common stock to employees in connection  with a net exercise of
       options to purchase 41,800 shares of common stock.

                                       5

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES
NOTES TO  CONSOLIDATED  FINANCIAL  STATEMENTS FOR THE SIX-MONTHS  ENDED JUNE 30,
2000 AND YEAR-ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

Reference  is made to the Notes to  Consolidated  Financial  Statements,  in the
Company's Form 10-K for the year ended December 31, 1999,  which is incorporated
by reference,  for a summary of significant  policies utilized by Hansen Natural
Corporation  ("Hansen"  or  "Company")  and its  subsidiaries,  Hansen  Beverage
Company ("HBC") and Hard e Beverage Company.  The information set forth in these
interim financial  statements is unaudited and may be subject to normal year-end
adjustments. The information reflects all adjustments, which include only normal
recurring adjustments,  which in the opinion of management are necessary to make
the financial  statements not misleading.  Results of operations covered by this
report may not  necessarily  be indicative of results of operations for the full
fiscal year.

2.       INVENTORIES

Inventories consist of the following at:


                                     June 30,                  December 31, 
                                       2000                       1999
                                ---------------------      ---------------------
Raw materials                       $ 3,640,096                 $3,615,269
Finished goods                        5,527,200                  6,442,193
                                ---------------------      ---------------------
                                      9,167,296                 10,057,462
Less inventory reserves                (168,408)                  (163,048)
                                ---------------------      ---------------------
                                    $ 8,998,888                 $9,894,414
                                =====================      =====================



                                       6

<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
--------------------------------------------------------------------------------

General

          During  the three  months  ended June 30,  2000,  net sales were $22.7
     million,  an  increase  of $3.5  million  or 18.4%  over net sales of $19.1
     million for the three months ended June 30, 1999. The increase in net sales
     during the three months ended June 30, 2000 was primarily  attributable  to
     increased sales of the Company's  functional drinks, the Company's new line
     of children's  multi-vitamin  juice drinks in 8.45-oz.  aseptic  packaging,
     which was introduced in the third quarter of 1999,  and increased  sales of
     Natural Sodas in cans. The increase in net sales was also attributable,  to
     a lesser extent, to increased sales of apple juice and juice blends,  sales
     of the Company's new line of premium functional Smoothies introduced in the
     third  quarter of 1999,  and the  introduction  of Healthy  Start in 12-oz.
     glass bottles in the first  quarter of 2000.  The increase in net sales was
     partially  offset by decreased sales of Smoothies in glass and polyethylene
     terephthalale  (P.E.T.)  plastic bottles,  Healthy Start in P.E.T.  plastic
     bottles and Signature Sodas. Sales of Smoothies in cans and teas, lemonades
     and juice cocktails were marginally lower.

          The  Company  is  currently  in the  process  of  launching  a line of
     functional  fruit  and  grain  energy  bars as  well  as a line of  gourmet
     genetically modified organism-free (G.M.O. free) functional cereals.

          During the three months ended June 30, 2000,  the gross profit margins
     achieved  by the  Company  increased  to 47.2% from 45.1%  during the first
     quarter of 2000.  For the six months ended June 30, 2000,  the gross profit
     margin was 46.3%,  which was lower  than the gross  profit  margin of 47.7%
     achieved by the Company for the six months ended June 30, 1999.

          The Company is planning to introduce a malt based energy drink, called
     Hard e, which  contains 5% alcohol,  during the third quarter of 2000.  The
     Hard e product will not be marketed under the Hansen's name.

          The  Company  continues  to  incur  expenditures  in  connection  with
     development and introduction of new products and flavors.

          During the three months ended June 30, 2000,  the Company  repurchased
     36,200  shares of its common stock at an average  price of $3.88 per share.
     During the six months  ended June 30,  2000,  the  Company  repurchased  an
     aggregate  of  185,375  shares of its common  stock at an average  price of
     $3.94 per share.


                                       7

<PAGE>


Results of Operations For The  Three-Months  Ended June 30, 2000 Compared to the
Three-Months Ended June 30, 1999

          Net Sales.  For the three months  ended June 30, 2000,  net sales were
     $22.7 million, an increase of $3.5 million or 18.4% over net sales of $19.1
     million for the three months ended June 30, 1999. The increase in net sales
     during the three months ended June 30, 2000 was primarily  attributable  to
     increased sales of the Company's  functional drinks, the Company's new line
     of children's  multi-vitamin  juice drinks in 8.45-oz.  aseptic  packaging,
     which was introduced in the third quarter of 1999,  and increased  sales of
     Natural Sodas in cans. The increase in net sales was also attributable,  to
     a lesser extent, to increased sales of apple juice and juice blends,  sales
     of the Company's new line of premium functional Smoothies introduced in the
     third  quarter of 1999,  and the  introduction  of Healthy  Start in 12-oz.
     glass bottles in the first  quarter of 2000.  The increase in net sales was
     partially  offset by  decreased  sales of  Smoothies  in glass  and  P.E.T.
     plastic  bottles,  Healthy  Start in P.E.T.  plastic  bottles and Signature
     Sodas.  Sales of Smoothies in cans and teas,  lemonades and juice cocktails
     were marginally lower.

          Gross  Profit.  Gross  profit was $10.7  million for the  three-months
     ended June 30,  2000,  an increase  of $1.7  million or 19.1% over the $9.0
     million gross profit for the three-months ended June 30, 1999. Gross profit
     as a percentage of net sales increased to 47.2% for the three-months  ended
     June 30,  2000 from 46.9% for the  three-months  ended June 30,  1999.  The
     increase in gross profit and gross profit as a percentage  of net sales was
     primarily  attributable to higher margins  achieved as a result of a change
     in the Company's product mix.

          Total Operating  Expenses.  Total operating expenses were $7.9 million
     for the  three-months  ended June 30, 2000,  an increase of $1.3 million or
     19.9% over total  operating  expenses of $6.6 million for the  three-months
     ended June 30, 1999. Total operating  expenses as a percentage of net sales
     increased to 34.7% for the three-months  ended June 30, 2000 from 34.3% for
     the  three-months  ended June 30,  1999.  The  increase in total  operating
     expenses  and total  operating  expenses as a  percentage  of net sales was
     primarily  attributable to increased  selling,  general and  administrative
     expenses.

          Selling, general and administrative expenses were $7.8 million for the
     three-months ended June 30, 2000, an increase of $1.3 million or 20.2% over
     selling,  general  and  administrative  expenses  of $6.5  million  for the
     three-months  ended June 30,  1999.  Selling,  general  and  administrative
     expenses  as  a  percentage  of  net  sales  increased  to  34.4%  for  the
     three-months ended June 30, 2000 from 33.9% for the three-months ended June
     30,  1999.  The  increase in selling  expenses  and  selling  expenses as a
     percentage  of  net  sales  was  primarily  attributable  to  increases  in
     distribution  (freight)  costs,  expenditures  for point of sale  items and
     merchandise  displays,  and promotional  expenditures  and allowances.  The
     increase  in  general   and   administrative   expenses   and  general  and
     administrative  expenses  as  a  percentage  of  net  sales  was  primarily
     attributable  to  increased  payroll  and other  costs in  connection  with
     operating activities to support increased net sales.

          Amortization  expense was $83,000 for the three-months  ended June 30,
     2000, an increase of $9,000 or 11.5% over  amortization  expense of $74,000
     for the three-months ended June 30, 1999.

          Other expenses were $15,000 for the three-months ended June 30, 1999.

                                       8

<PAGE>
          Operating   Income.   Operating   income  was  $2.8  million  for  the
     three-months  ended June 30,  2000,  an  increase of $406,000 or 16.8% over
     operating income of $2.4 million for the three- months ended June 30, 1999.
     Operating  income as a percentage  of net sales  decreased to 12.4% for the
     three-months  ended June 30,  2000 from 12.6% in the  comparable  period in
     1999. The increase in operating income was attributable to the $1.7 million
     increase in gross profit which was partially offset by the increase of $1.3
     million in  operating  expenses.  The  decrease  in  operating  income as a
     percentage  of net sales was  primarily  attributable  to the  increase  in
     selling, general and administrative expenses as a percentage of net sales.

          Net Nonoperating Expense. Net nonoperating expense was $63,000 for the
     three-months  ended  June  30,  2000,  an  increase  of  $46,000  from  net
     nonoperating  expense of $16,000 for the three-months  ended June 30, 1999.
     Net  nonoperating  expense  consists of interest and financing  expense and
     interest  income.  Interest  and  financing  expense  was  $64,000  for the
     three-months  ended June 30, 2000 as compared to $40,000 for the comparable
     period  in 1999.  The  increase  in  interest  and  financing  expense  was
     primarily  attributable  to  interest  incurred on income  taxes.  Interest
     income was $1,000 for the three-months  ended June 30, 2000, as compared to
     interest  income of  $24,000  during  the  comparable  period in 1999.  The
     decrease in interest income is attributable to a decrease in cash available
     for investing in interest bearing securities.

          Provision  for  Income  Taxes.  Provision  for  income  taxes was $1.1
     million,  for the three-months ended June 30, 2000, an increase of $148,000
     over the provision for income taxes of $954,000 for the  comparable  period
     in 1999.  The effective tax rate for the  three-months  ended June 30, 2000
     was 40.0% as  compared  to 39.8%  for the  comparable  period in 1999.  The
     increase in provision for income taxes was  attributable to the increase in
     income before  provision for income taxes and the increase in the effective
     tax rate for the three-months ended June 30, 2000.

          Net Income.  Net income was $1,652,000 for the three-months ended June
     30, 2000,  compared to net income of $1,440,000 for the three-months  ended
     June 30, 1999, an increase of $212,000 or 14.7%. The increase in net income
     consists of an increase in operating income of $406,000 which was partially
     offset by an increase in net interest and financing  expense of $46,000 and
     a $148,000 increase in provision for income taxes.


                                      9

<PAGE>


Results of  Operations  For The  Six-months  Ended June 30, 2000 Compared to The
Six-months Ended June 30, 1999

          Net Sales.  For the  six-months  ended June 30,  2000,  net sales were
     approximately  $38.6 million, an increase of $4.3 million or 12.4% over the
     $34.4  million  net sales  for the  six-months  ended  June 30,  1999.  The
     increase in net sales was  primarily  attributable  to  increased  sales of
     functional drinks, the introduction of the Company's new line of children's
     multi-vitamin juice drinks in aseptic packaging which was introduced in the
     third quarter of 1999, and increased  sales of Natural Sodas.  The increase
     in net sales was also attributable, to a lesser extent, to the introduction
     of Super Smoothies in cans in the third quarter of 1999, increased sales of
     apple juice and juice  blends,  and the  introduction  of Healthy  Start in
     12-ounce  bottles in the first  quarter of 2000.  The increase in net sales
     was partially offset by decreased sales of Healthy Start in P.E.T. bottles,
     Smoothies in glass bottles and P.E.T.  plastic  bottles,  Signature  Sodas,
     Smoothies in cans and teas, lemonades and juice cocktails.

          Gross Profit.  Gross profit was $17.9 million for the six-months ended
     June 30, 2000,  an increase of $1.5 million or 9.2% over the $16.4  million
     gross  profit for the  six-months  ended June 30,  1999.  Gross profit as a
     percentage of net sales  decreased to 46.3% for the  six-months  ended June
     30, 2000 from 47.7% for the six-months ended June 30, 1999. The increase in
     gross  profit was  primarily  attributable  to  increased  net  sales.  The
     decrease  in gross  profit  as a  percentage  of net  sales  was  primarily
     attributable  to lower  margins  achieved  as a result  of a change  in the
     Company's product mix.

          Total Operating Expenses.  Total operating expenses were $13.9 million
     for the  six-months  ended June 30,  2000,  an increase of $1.5  million or
     11.9% over total  operating  expenses of $12.4  million for the  six-months
     ended June 30, 1999. Total operating  expenses as a percentage of net sales
     decreased  to 36.0% for the  six-months  ended June 30, 2000 from 36.2% for
     the  six-months  ended  June 30,  1999.  The  increase  in total  operating
     expenses  was  primarily  attributable  to increased  selling,  general and
     administrative  expenses.  The  decrease in total  operating  expenses as a
     percentage of net sales was primarily  attributable  to the  elimination of
     other expenses for the six-months ended June 30, 2000.

          Selling,  general and  administrative  expenses were $13.7 million for
     the  six-months  ended June 30, 2000,  an increase of $1.4 million or 12.2%
     over selling,  general and administrative expenses of $12.3 million for the
     six-months  ended  June  30,  1999.  Selling,  general  and  administrative
     expenses as a percentage of net sales remained  consistent at 35.6% for the
     six-months  ended June 30, 2000 and for the comparable  period in 1999. The
     increase in selling  expenses was  primarily  attributable  to increases in
     distribution   (freight)  costs,   fees  paid  for  slotting,   promotional
     allowances and  expenditures,  and expenditures for point of sale items and
     merchandise displays. The increase in selling expenses was partially offset
     by a decrease in expenditures for in-store demonstrations.  The increase in
     general and administrative expenses was primarily attributable to increased
     payroll and other costs in connection with operating  activities to support
     increased net sales.


                                       10

<PAGE>


          Amortization  expense was $165,000 for the  six-months  ended June 30,
     2000, an increase of $17,000 or 11.5% over amortization expense of $148,000
     for the six-months ended June 30, 1999.

          Other expenses were $30,000 for the six-months ended June 30, 1999.

          Operating  Income.  Operating income was $3,984,000 for the six-months
     ended June 30, 2000, an increase of $27,000 or 0.7% over  operating  income
     of $3,957,000 for the six-months ended June 30, 1999. Operating income as a
     percentage of net sales  decreased to 10.3% for the  six-months  ended June
     30,  2000 from 11.5% in the  comparable  period in 1999.  The  decrease  in
     operating income as a percentage of net sales was primarily attributable to
     the  reduction  in  gross  profit  as a  percentage  of net  sales  for the
     six-months ended June 30, 2000.

          Net Nonoperating Expense. Net nonoperating expense was $84,000 for the
     six-months   ended  June  30,  2000,   an  increase  of  $31,000  from  net
     nonoperating expense of $53,000 for the six-months ended June 30, 1999. Net
     non-operating  expense  consists  of  interest  and  financing  expense and
     interest  income.  Interest  and  financing  expense  was  $92,000  for the
     six-months  ended June 30, 2000 as compared to $103,000 for the  comparable
     period  in 1999.  The  decrease  in  interest  and  financing  expense  was
     attributable  to the fact that the  principal  amounts  outstanding  on the
     Company's term loan were lower in 2000 than during the comparable period in
     1999.  Such  decrease was partially  offset by interest  incurred on income
     taxes.  Interest income was $9,000 for the six-months  ended June 30, 2000,
     as compared to interest  income of $50,000 during the comparable  period in
     1999. The decrease in interest income is attributable to a decrease in cash
     available for investing in interest bearing securities.

          Provision for Income Taxes.  Provision for income taxes was $1,560,000
     for the six months  ended June 30,  2000,  an  increase  of $5,000 over the
     provision for income taxes of $1,555,000 for the comparable period in 1999.
     The effective tax rate for the six-months  ended June 30, 2000 was 40.0% as
     compared  to 39.8% for the  comparable  period  in 1999.  The  increase  in
     provision  for income  taxes was  attributable  to the  increase  in income
     before  provision  for income taxes and the increase in the  effective  tax
     rate for the six-months ended June 30, 2000.

          Net Income.  Net income was $2,340,000  for the six-months  ended June
     30, 2000 compared to net income of $2,349,000 for the six-months ended June
     30,  1999.  The $9,000  decrease  in net income  consists of an increase in
     operating  income of 27,000  which was offset by an  increase of $31,000 in
     net interest and financing  expenses and a $5,000 increase in provision for
     income taxes.



                                       11

<PAGE>


Liquidity and Capital Resources

          As of June 30, 2000,  the Company had working  capital of  $10,169,000
     compared to working  capital of  $8,997,000  as of December 31,  1999.  The
     increase in working capital was primarily attributable to net income earned
     after adjustments for certain noncash expenses,  primarily  amortization of
     trademark  license and trademarks and depreciation and other  amortization.
     The  increase in working  capital was also  attributable  to  increases  in
     accounts receivable, prepaid expenses and other current assets as well as a
     decrease in accounts  payable and  accrued  compensation.  The  increase in
     working  capital was partially  offset by  repayments  made in reduction of
     HBC's  term  loan,   decreases   in   inventories,   increases  in  accrued
     liabilities, and acquisitions of property and equipment.

          Net  cash  used  in  operating   activities  was  $1,093,000  for  the
     six-months  ended  June  30,  2000 as  compared  to net  cash  provided  by
     operating  activities of $1,206,000 for the comparable  period in 1999. The
     increase  in  net  cash  used  in  operating   activities   was   primarily
     attributable  to increases in operating  assets and  decreases in operating
     liabilities  including  increases  in  accounts  receivable  and  increased
     payments  on account of  accounts  payable.  The  increase  in cash used in
     operating activities was partially offset by a decrease in inventories.

          Net cash used in investing  activities was $955,000 for the six-months
     ended June 30, 2000 as compared to net cash used in investing activities of
     $388,000 for the  comparable  period in 1999. The increase in net cash used
     in investing  activities was primarily  attributable  to the acquisition of
     several vans and  promotional  vehicles as well as  increased  deposits and
     other assets.

          Net  cash  provided  by  financing  activities  was  $160,000  for the
     six-months  ended June 30, 2000 as  compared to net cash used in  financing
     activities of $1,733,000 for the comparable period in 1999. The increase in
     net cash provided by financing  activities  was primarily  attributable  to
     borrowings on the Company's  line of credit and capital leases entered into
     to finance the acquisition of vans and promotional  vehicles.  The increase
     in  cash  provided  by  financing   activities  was  partially   offset  by
     repurchases  of the Company's  common stock and principal  payments made in
     reduction of HBC's term loan.

          Increases in accounts receivable,  acquisitions of inventory, property
     and  equipment,  increases in deposits and other  assets,  repayment of the
     Company's  long-term  debt,  repurchases of the Company's  common stock, as
     well  as  HBC's   acquisition  and  development  plans  are,  and  for  the
     foreseeable future are, expected to remain HBC's principle recurring use of
     cash and working capital funds.  Management,  from time to time,  considers
     the acquisition of capital  equipment,  particularly  coolers,  merchandise
     displays,  vans  and  promotional  vehicles,   trademarks,  and  businesses
     compatible  with  the  image  of  the  Hansen's(R)  brand  as  well  as the
     development and  introduction of new product lines. The Company may require
     additional  capital  resources for, or in connection  with, such activities
     depending upon the cash requirements  relating thereto. Any such activities
     will  also be  subject  to the  terms  and  restrictions  of  HBC's  credit
     facilities.


                                       12


<PAGE>


          As of June 30, 2000,  $982,000 was outstanding under the term loan, as
     compared to  $1,332,000  outstanding  on December 31, 1999.  The  Company's
     current  borrowing  rate on the term loan is the bank's base rate ("prime")
     plus 1/2%.

          HBC's  revolving line of credit has been renewed by its bank until May
     1, 2002. The effective borrowing rate under the revolving line of credit is
     prime plus 1/4%. HBC anticipates  that the revolving line of credit will be
     renewed when it expires on May 1, 2002; however,  there can be no assurance
     that it will in fact be  renewed  or,  if  renewed,  that the terms of such
     renewal will not be disadvantageous to HBC and its business.

          Management  believes  that  cash  generated  from  operations  and the
     Company's cash resources and amounts  available  under HBC's revolving line
     of credit,  will be sufficient to meet its operating cash  requirements  in
     the foreseeable future,  including purchase  commitments for raw materials,
     debt servicing, expansion and development needs as well as any purchases of
     capital assets or equipment and repurchases of the Company's common stock.

Year 2000 Compliance

          Prior to January 1, 2000,  the Company  reviewed the  readiness of its
     computer  systems and business  practices  for  handling  Year 2000 issues.
     These issues involve systems that are date sensitive and may not be able to
     properly  process  the  transition  from year 1999 to year 2000 and beyond,
     resulting in miscalculations  and software  failures.  Year 2000 compliance
     updates  were  completed  in the fourth  quarter of 1999 and the  Company's
     information  technology  ("IT")  and  non-information   technology  ("NIT")
     computer systems completed the transition to the year 2000 without material
     issues or problems.  No  additional  expenditures  to enable the Company to
     become Year 2000 compliant are currently anticipated.  The Company has been
     in contact with critical suppliers, co-packers,  customers, and other third
     parties to  determine  the extent to which they may be  vulnerable  to Year
     2000 issues.  The Company  cannot  currently  predict any future  effect of
     third  parties'  Year 2000 issues.  However,  the Company has not been made
     aware of any matter which would  materially  impact the Company's  business
     from third parties.

European Monetary Union

          Within  Europe,  The European  Economic and Monetary Union (the "EMU")
     introduced a new currency,  the euro, on January 1, 1999.  The new currency
     is in response to the EMU's  policy of economic  convergence  to  harmonize
     trade policy,  eliminate  business costs associated with currency  exchange
     and to promote the free flow of capital, goods and services.

          On January 1, 1999, the  participating  countries  adopted the euro as
     their local currency,  initially available for currency trading on currency
     exchanges  and noncash  transactions  such as banking.  The existing  local
     currencies, or legacy currencies,  will remain legal tender through January
     1, 2002.  Beginning  on January 1, 2002,  euro-denominated  bills and coins
     will be used for cash  transactions.  For a period of up to six-months from
     this date, both legacy  currencies and the euro will be legal tender. On or
     before July 1, 2002, the  participating  countries will withdraw all legacy
     currencies and exclusively use the euro.

                                       13

<PAGE>
          The  Company's  transactions  are  recorded  in U.S.  Dollars  and the
     Company does not currently anticipate future transactions being recorded in
     the euro.  Based on the lack of  transactions  recorded  in the  euro,  the
     Company does not believe  that the euro will have a material  effect on the
     financial position,  results of operations or cash flows of the Company. In
     addition,  the  Company has not  incurred  and does not expect to incur any
     significant costs from the continued  implementation of the euro, including
     any currency risk,  which could materially  affect the Company's  business,
     financial condition or results of operations.

          The  Company  has  not   experienced   any   significant   operational
     disruptions   to  date  and  does  not   currently   expect  the  continued
     implementation   of  the  euro  to  cause   any   significant   operational
     disruptions.

Forward Looking Statements

          The  Private  Security  Litigation  Reform  Act of  1995  (the  "Act")
     provides a safe harbor for forward looking  statements made by or on behalf
     of the Company.  The Company and it's representatives may from time to time
     make  written or oral  forward  looking  statements,  including  statements
     contained in this report and other filings with the Securities and Exchange
     Commission  and in  reports  to  shareholders  and  announcements.  Certain
     statements  made in  this  report,  including  certain  statements  made in
     management's  discussion  and  analysis,  may  constitute  forward  looking
     statements  (within the meaning of Section 27.A of the  Securities Act 1933
     as amended and Section  21.E of the  Securities  Exchange  Act of 1934,  as
     amended) regarding the expectations of management with respect to revenues,
     profitability, adequacy of funds from operations and the Company's existing
     credit facility, among other things. All statements which address operating
     performance,  events or developments that management expects or anticipates
     will  or may  occur  in the  future  including  statements  related  to new
     products,  volume growth, revenues,  profitability,  adequacy of funds from
     operations,  and/or the Company's  existing credit  facility,  earnings per
     share growth, statements expressing general optimism about future operating
     results and  non-historical  Year 2000  information,  are  forward  looking
     statements within the meaning of the Act.

Management  cautions that these  statements  are qualified by their terms and/or
important  factors,  many of which are outside  the control of the Company  that
could cause actual results and events to differ  materially  from the statements
made including, but not limited to, the following:

o    Company's  ability to  generate  sufficient  cash flows to support  capital
     expansion plans and general operating activities;
o    Changes in consumer preferences;
o    Changes in demand that are weather related,  particular in areas outside of
     California;
o    Competitive  products and pricing  pressures and the  Company's  ability to
     gain or maintain  share of sales in the  marketplace as a result of actions
     by competitors;
o    The introduction of new products;
o    Laws and  regulations,  and/or any changes  therein,  including  changes in
     accounting standards,  taxation  requirements  (including tax rate changes,
     new tax laws and revised tax law interpretations) and environmental laws as
     well as the Federal  Food Drug and  Cosmetic  Act,  the Dietary  Supplement
     Health and Education Act, and regulations  made thereunder or in connection
     therewith,  especially those that may affect the way in which the Company's
     products  are  marketed  as well as laws and  regulations  or rules made or
     enforced by the Food and Drug Administration;

                                       14

<PAGE>
o    Changes in the cost and  availability  of raw  materials and the ability to
     maintain favorable supply arrangements and relationships and procure timely
     and/or adequate production of all or any of the Company's products;
o    The Company's ability to achieve earnings forecasts,  which may be based on
     projected  volumes and sales of many  product  types  and/or new  products,
     certain of which are more profitable than others. There can be no assurance
     that the Company will achieve projected levels or mixes of product sales;
o    The Company's ability to penetrate new markets;
o    The marketing  efforts of distributors of the Company's  products,  most of
     which  distribute  products that are  competitive  with the products of the
     Company;
o    Unilateral  decisions by  distributors,  grocery  chains,  specialty  chain
     stores, club stores and other customers to discontinue  carrying all or any
     of the Company's products that they are carrying at any time;
o    The terms and/or  availability of the Company's  credit  facilities and the
     actions of it's creditors;
o    The effectiveness of the Company's  advertising,  marketing and promotional
     programs;
o    Adverse  weather  conditions,  which could reduce  demand for the Company's
     products;
o    The Company's  ability to make suitable  arrangements for the co-packing of
     its  functional  drinks in 8.2-ounce  slim cans and Smoothies in 11.5-ounce
     cans;
o    The Company's  customers',  co-packers' and suppliers'  ability to replace,
     modify or upgrade  computer  programs in ways that adequately  address Year
     2000 issues.  Given the numerous and  significant  uncertainties  involved,
     there can be no assurance  regarding  their ability to identify and correct
     all  relevant  computer  codes and imbedded  chips and other  unanticipated
     difficulties or the ability of third parties to remediate their  respective
     systems.

The foregoing list of important factors is not exhaustive.

Inflation

          The Company does not believe that  inflation has a significant  impact
     on the Company's results of operations for the periods presented.


                                       15



<PAGE>



 
                          PART II - OTHER INFORMATION



         Items 1 - 5.     Not Applicable


         Item 6.          Exhibits and Reports on Form 8-K

                  (a)     Exhibits - See Exhibit Index

                  (b)     Reports on Form 8-K - None







                                   SIGNATURES


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
     the  Registrant  has duly  caused this report to be signed on its behalf by
     the undersigned, thereunto duly authorized.

                                                  HANSEN NATURAL CORPORATION
                                                  Registrant


Date:   August 9, 2000
                                           /s/ Rodney C. Sacks
                                           Chairman of the Board
                                           and Chief Executive Officer


Date:   August 9, 2000
                                           /s/ Hilton H. Schlosberg
                                           Vice Chairman of the Board,
                                           President, Chief Operating Officer,
                                           Chief Financial Officer and Secretary


                                       16

<PAGE>



                                  EXHIBIT INDEX


Exhibit            10  (yyy)  Sixth  Modification  to  Revolving  Credit  Loan &
                   Security Agreement by and between Hansen Beverage Company and
                   Comerica Bank - California, dated May 23, 2000

Exhibit 10 (zzz)   Contract  Brewing  Agreement  by and  between  Hard e 
                   Beverage Company and Rello, Inc. dated March 23, 2000


Exhibit 27         Financial Data Schedule


                                       17





                              SIXTH MODIFICATION TO
                   REVOLVING CREDIT LOAN & SECURITY AGREEMENT
                            (ACCOUNTS AND INVENTORY)

          This SIXTH  MODIFICATION  TO LOAN & SECURITY  AGREEMENT  AND INVENTORY
     RIDER  (this  "Modification")  is  entered  into as of May 23,  2000 by and
     between HANSEN BEVERAGE  COMPANY a Delaware  corporation  ("Borrower")  and
     COMERICA BANK-CALIFORNIA, a California corporation ("Bank").

                                    RECITALS

          A.  Borrower  and Bank  have  previously  entered  into  that  certain
     Revolving Credit Loan & Security  Agreement  (Accounts and Inventory) dated
     as of May 15, 1997 (as modified, the "Loan Agreement"), together with those
     certain documents entitled Inventory Rider (Revolving  Advance),  Equipment
     Rider  and  Environmental  Rider,  all  dated as of May 15,  1997 and those
     certain UCC-1 Financing Statements filed with various states.

          B. In addition to the Collateral as defined in the Loan Agreement, the
     obligations  of Borrower under the Loan Agreement are and were also secured
     by  that  certain  Security   Agreement  in  License  Agreement  and  Other
     Agreements dated May 15, 1997 (the "License Security Agreement").

          C.  Hansen  Natural  Corporation  (sometimes  referred  to as  "Hansen
     Natural"),  a  Delaware  corporation,  and CVI  Ventures,  Inc.  (sometimes
     referred to as "CVI"),  a Delaware  corporation
  (sometimes,  collectively,
     "Guarantors") have each executed those certain Guaranties, each dated as of
     May 15, 1997  (respectively,  the "Hansen Guaranty" and the "CVI Guaranty",
     which  are   sometimes   hereinafter   collectively   referred  to  as  the
     "Guaranties").  Pursuant  to  the  Guaranties,  Guarantors  guaranteed  the
     obligations that are or may be owing to Bank by Borrower, as set forth more
     completely in the Guaranties.

          D. The Loan Agreement has been modified pursuant to that certain First
     Modification to Revolving Credit Loan and Security Agreement  (Accounts and
     Inventory) dated May 11, 1998 the "First Modification").

          E. The Loan  Agreement  has been  further  modified  pursuant  to that
     certain Second Modification to Revolving Credit Loan and Security Agreement
     dated July 27, 1998 (the "Second Modification").

          F. The Loan  Agreement  has been  further  modified  pursuant  to that
     certain Third  Modification to Revolving Credit Loan and Security Agreement
     dated December 1, 1998 (the "Third Modification").

          G. In  conjunction  with  the  execution  of the  Third  Modification,
     Borrower and Bank also entered into those certain  documents,  respectively
     entitled  Inventory Rider (the "Inventory Rider") and addendum to Revolving
     Credit Loan and Security Agreement, both also dated as of December 1, 1998.

          H. The Loan  Agreement  has been  further  modified  pursuant  to that
     certain Fourth Modification to Revolving Credit Loan and Security Agreement
     dated March 28, 2000 (the "Fourth Modification").

          I. The Loan  Agreement  has been  further  modified  pursuant  to that
     certain Fifth  Modification to Revolving Credit Loan and Security Agreement
     dated April 27, 2000 (the "Fifth Modification").

          J. Pursuant to the Loan Agreement, Bank has made available to Borrower
     a line of credit based on a formula (the "Formula  Based Line of Credit ').
     The amount  available under the Formula Based Line of Credit was calculated
     by the sum of (1) ninety  percent of the  Eligible  Accounts;  plus (2) the
     Inventory  Sublimit  (as  defined  in  Recital  K below),  in an  aggregate
     principal  amount not to exceed Three Million  Dollars  ($3,000,000) at any
     one time, as further  provided in the terms and  conditions  set forth more
     completely in the Loan Agreement

          K.  Pursuant to the terms of the Inventory  Rider,  and as part of the
     Formula  Based  Line of  Credit,  Bank has  provided  Borrower  with a loan
     facility based on advances  against  Borrower's  Inventory (the  "Inventory
     Sublimit"),  which was calculated based on fifty-five  percent (55%) of the
     lower of the cost or the value of  Borrower's  Inventory,  but in any event
     not to exceed  the  aggregate  sum of One  Million  Five  Hundred  Thousand
     Dollars  ($1,500,000)  at any time,  as further  provided  in the terms and
     conditions  set forth more  completely in the Inventory  Rider and the Loan
     Agreement.
          L. As of May 15, 2000, the principal balance of the Formula Based Line
     of Credit was Five Hundred Ninety Five Thousand Dollars ($595,000).

          M.  All of  the  documents  referred  to  above,  and  those  executed
     therewith or thereafter, are sometimes hereinafter collectively referred to
     as the "Loan Documents".

          N. Borrower is a distributor  of natural soda and other  non-alcoholic
     beverages.

          0.  Borrower  and Bank have  agreed to modify  the Loan  Documents  in
     certain respects, by, among other things, converting the Formula Based Line
     of Credit  provided for in the Loan Agreement and the Inventory  Rider to a
     non-formula based line of credit (the  "Non-Formula  Based Line of Credit")
     on the terms and conditions set forth below.

                                    AGREEMENT

          For good  and  valuable  consideration,  receipt  of  which is  hereby
     acknowledged, the parties agree as set forth below.

          I.  Incorporation  by  Reference;   Definitions.  The  foregoing  Loan
     Documents  and the Recitals are  incorporated  herein by this  reference as
     though set forth in full herein. Any term not defined herein shall have the
     meaning given in the Loan Documents.

          2.  Modifications to the Loan Agreement.  The Loan Agreement is hereby
     modified as set forth below.

          2.1  Modification  of Section 2.1 of the Loan Agreement to Provide for
     Conversion of the Formula Based Line of Credit to a Non-Formula  Based Line
     of Credit. Section 2.1 of the Loan Agreement is hereby modified by deleting
     it in its entirety and substituting the following provision:

          "Notwithstanding any prior agreement to the contrary, upon the request
     of Borrower, made at any time and from time to time during the term hereof,
     and so long as no Event of Default has occurred,  and  irrespective  of any
     Borrowing Base defined herein, Bank shall lend to Borrower an amount not to
     exceed the principal sum of Three Million  Dollars  ($3,000,000) at any one
     time,  with any amount in 'excess  thereof being referred to hereinafter as
     an 'Overadvance')."

          2.2  Modification  of the First  Sentence  of Section  3.1 of the Loan
     Agreement.  The first  sentence  of Section  3.1 of the Loan  Agreement  is
     hereby  modified  by  deleting  it in its  entirety  and  substituting  the
     following provision:

          "This  Agreement  shall  remain in full force and effect  until May 1,
     2002, unless earlier terminated by Borrower."

          2.3  Modification  of  Section  6.15  (c) of  the  Loan  Agreement  to
     Eliminate  Certain  Reporting  Requirements.  Section  6.15 (c) of the Loan
     Agreement is hereby  modified by deleting it in its entirety and  replacing
     it with the following provision:

          "Notwithstanding  any prior agreement to the contrary,  Borrower shall
     not be under any obligation to provide Bank with the following reports:
(1) Accounts receivable or payable aging reports;
(2)      Inventory reports; and
(3)      Borrowing Base reports."

          2.4  Modification  of the Loan  Agreement  to Add New Section  6.25 to
     Eliminate  Required Audits Absent An Event of Default or Default.  The Loan
     Agreement is hereby modified to add the following provision as Section 6.25
     of the Loan Agreement:

          "Notwithstanding  any  prior  agreement  to  the  contrary,  the  Loan
     Agreement and in particular Section 6.1 are hereby modified to provide that
     absent the  occurrence  of an event of  default  or default  under the Loan
     Documents  which  is  continuing,  Bank  shall  not  require  that  Bank be
     permitted to conduct  audits of the  Accounts or Inventory of Borrower.  In
     the event of the  occurrence  of an Event of Default or Default by Borrower
     under the Loan Documents,  Bank shall be entitled to conduct such audits of
     Borrower's  Accounts and  Inventory  as Bank  reasonably  may  require,  at
     Borrower's expense."

          3. Deletion of the Inventory  Rider. In light of the conversion of the
     Formula Based Line of Credit to a Non-Formula Based Line of Credit pursuant
     to this  Modification,  the  Inventory  Rider is hereby  deleted  and is no
     longer an operative document between Bank and Borrower.

          4. No  Modification  of Other  Obligations;  No Effect on  Collateral.
     Except as is  otherwise  specifically  set forth  herein or in any document
     executed in connection herewith,  the Loan Agreement and the Loan Documents
     are and shall  remain  unmodified  and in full  force and  effect,  and are
     hereby ratified and confirmed.  Nothing herein shall be deemed to affect in
     anyway the Collateral that secures the obligations under the Loan Agreement
     (as modified by this  Modification)  or under any other agreement now or in
     the future.

          5.  Conflicts.  If any conflict  exists  between the provisions of the
     Loan Documents and the provisions of this  Modification,  the provisions of
     this Modification shall control.

          6. Ratification of the Guaranties and Security Therefor.  By executing
     this Modification below where indicated,  Guarantors  acknowledge and agree
     that they have read and are familiar with, and consent to, all of the terms
     and  conditions  of  this  Modification.  In  light  of the  foregoing,  by
     executing this Modification,  Guarantors further confirm and agree that all
     of the terms and provisions of the Guaranties are ratified and  reaffirmed,
     and that the  Guaranties  shall and do  continue  in full force and effect.
     Although Bank has informed  Guarantors  of the terms of this  Modification,
     Guarantors  understand and agree that Bank has no duty whatsoever to do so,
     nor to seek this or any future  acknowledgment,  consent, or reaffirmation,
     and that nothing  contained herein is intended to, or shall create,  such a
     duty on the part of Bank as to any transactions hereafter.

          7: Further  Assurances  Borrower agrees to make and execute such other
     Documents  and/or  take such  other  action  and/or  provide  such  further
     assurances as may be requested by Bank in connection  with the  Obligations
     or as may be necessary or required to effectuate  the terms and  conditions
     of this Modification and any documents executed in connection herewith.

          8. Future  Modifications.  Neither Us  Modification  nor any  document
     executed  herein  entitles,  or implies  any consent or  agreement  to, any
     further or future modification of, amendment to, waiver of, or consent with
     respect to any provision of the  Modification  or the Loan  Documents.  Any
     modifications  hereto  or to the Loan  Documents  shall be in  writing  and
     signed by the parties.

          9.  Integration.  This  Modification  and any  documents  executed  in
     connection   herewith  are   integrated   agreements,   and  supersede  all
     negotiations  and  agreements  regarding  the  subject  matter  hereof  and
     thereof,  and taken  together  with the Loan  Documents  and any  documents
     executed in  connection  herewith,  constitute  the final  agreement of the
     parties with respect to the subject matter hereof and thereof.

          IN WITNESS  WHEREOF,  the parties have caused this  Modification to be
     executed as of the day and year first written above.

HANSEN BEVERAGE COMPANY
By: /s/ Rodney Sacks
Title: Chairman

COMERICA BANK-CALIFORNIA
By:  /s/ James Bradley
By: James Bradley
Its: Vice President

CONSENT OF GUARANTORS:
HANSEN NATURAL CORPORATION
By: /S/ Rodney Sacks
Title: Chairman

Hard E Beverage Co. formerly
CVI Ventures, Inc.
By: /s/ Rodney Sacks
Its: Chairman






                           CONTRACT BREWING AGREEMENT

          This Contract  Agreement  ("Agreement") is made this 23rd day of March
     2000, by and between Rello,  Inc. d/b/a Gluek Brewing  Company,  a Colorado
     corporation,  with its  principal  place of business at 219 North Red River
     Avenue, Cold Spring,  Minnesota 56320 ("Brewer") and Hard Energy Company, a
     corporation, with its principal place of business at 2380 Railroad Street,
     Suite 101, Corona, California 92880 ("Company").

                                    RECITALS

          WHEREAS,  Brewer is engaged in the  business  of  brewing,  packaging,
     marketing and distributing  malt beverages in the United States,  including
     the District of Columbia.

          WHEREAS, Company owns, controls or possesses certain recipes, formulae
     and/or  specifications  for  beverage  products as well as the right to use
     certain  names,  design,  slogans,  logos or  logotypes  as brand  names in
     conjunction therewith; and

          WHEREAS,  Company  desires to have certain of such  beverage  products
     brewed, packaged,  marketed and distributed by Brewer under the brand names
     identified below and Brewer desires to do so.

          NOW,  THEREFORE,  in  consideration  of the promises and covenants set
     forth   herein,   the  adequacy  and   sufficiency   of  which  are  hereby
     acknowledged, the parties, in good faith, agree as follows:

          1. GRANT.
  Company hereby grants, and Brewer hereby accepts, the right
     and license to brew,  package,  label and distribute malt beverage products
     under the  brand  name  "HARD  ENERGY"  ("the  Trademark"),  such  products
     hereinafter referred to as "the Products", for which Company owns, controls
     or  possesses  all  recipes,  formulae,  specifications,   names,  designs,
     slogans,  logos and  logotypes in the fifty states of the United States and
     the- District of Columbia (the "Territory").

          2. TERM This  Agreement  shall become  effective  and binding upon the
     parties on the date set forth above and shall remain in effect for a period
     of twenty (20) months from such date, unless earlier terminated as provided
     herein ("the Initial Term"). Either party shall be entitled,  not less than
     ninety  (90) days prior to the  expiration  of the  Initial  Term,  to give
     notice  to  the  other  of the  termination  of  this  agreement  upon  the
     expiration of the Initial Term. In the absence of such written  notice from
     either party to the other  terminating  this Agreement on the expiration of
     the Initial Term,  this Agreement  shall continue  indefinitely  thereafter
     subject to the right to either  party to  terminate  this  Agreement at any
     time,  without cause,  upon the giving to the other of not less than ninety
     (90) days notice of such  termination,  and, in such event,  this Agreement
     shall be terminated on the date specified in such notice.

          3. DUTIES OF COMPANY.

          a. Proprietary Information. Company shall provide Brewer with recipes,
     formulae and  specifications for the Products as well as the Product flavor
     profiles,  packaging  materials and instructions and such other information
     and materials as are required  under the terms of this  Agreement or as may
     be  reasonable  and  necessary  for  Brewer  to carry out the terms of this
     Agreement (the "Proprietary Information").

          b. Product Orders and Shipments.  Brewer shall produce the Products in
     quantities  sufficient  to meet the needs of  customers  in the  Territory,
     provided  that it is furnished  with a written firm order for Products (the
     "Order") not less than thirty (30) days in advance of the requested Product
     packaging date (the  "Requested  Packaging  Date") which Orders shall be in
     writing  and  addressed  to  Brewer  at P.O.  Box 476,  219 North Red River
     Avenue,  Cold  Spring,   Minnesota  56320,   Attention:   Order  Processing
     Department;  fax number (320) 685-8313. Each Order shall state the quantity
     of each Product to be brewed and packaged and shall  provide  detailed pack
     aging instructions,  including but not limited to, specific instructions in
     regard to any packaging requirements.  Brewer shall not be required to brew
     and package less than 1500 cases (24 packs) with respect to any  individual
     Order.

          c.  Packaging  Materials.  Company  will provide  packaging  materials
     (labels,  crowns,  6-pack  carriers,  mother cartons and cans) to Brewer no
     later  than ten (10) days prior to the  Requested  Packaging  Date,  all of
     which packaging  materials shall be suitable for use in Brewer's  packaging
     equipment.  Brewer and Company  will  cooperate in the  purchasing  of such
     Packaging  Materials  so as to achieve  the best  possible  prices.  If the
     packaging Materials are not received as required herein,  Brewer shall have
     no  obligation  to have the Products  ready for  packaging on the Requested
     Packaging  Date  and  Brewer  and  Company  shall  mutually  agree on a new
     packaging date for the Products.  Upon the  termination of this  Agreement,
     all  packaging  materials in Brewer's  possession  relating to the Products
     shall be  shipped  to Company at  Company's  sole  expense.  Alternatively,
     Company  can prepay the cost of such  packaging  materials  and Brewer will
     obtain same.

          d. State Taxes and Recycling Fees.  Company shall reimburse Brewer for
     any sales taxes aid recycling fees required by state government regulations
     and which have been paid by Brewer.

         4.         DUTIES OF BREWER.

          a. Brewing and  Packaging  of Products.  Brewer shall brew and package
     the Products  according to  Company's  instructions/specifications.  Brewer
     possesses certain proprietary recipes,  formulas,  procedures and processes
     for production of clear malt,  which shall be made available to the Company
     as part of this contractual agreement.

          b. Sample Analysis of Products.  If required by the Bureau of Alcohol,
     Tobacco  and  Firearms   ("BATF")  and/or  any  state  alcoholic   beverage
     regulatory  authority,  Brewer shall provide an  appropriate  sample of the
     Products for analysis.  All costs  associated with such,  federal and state
     Product analysis shall be borne by the Company.

          c. Label  Approvals.  Brewer shall obtain a BATF  Certificate of Label
     Approval  as  well  as  the  appropriate   state  label  approvals   and/or
     registrations  for each of the  Products'  labels.  All costs  incurred  in
     obtaining  such  label  approval  and/or  registration  shall  be  borne by
     Company.  Brewer  agrees to sell the  Products in those states in which the
     Brewer is  currently  licensed  and in those  other  states  which  Company
     requests.  If Brewer is not  licensed to sell the  Products in any state in
     which Company requests it to sell the Products,  Brewer undertakes,  at its
     cost, to apply for and obtain the necessary  license(s) within a reasonable
     period of time after request therefor by the Company.

          d.  Delivery of Products.  Brewer shall arrange for the Products to be
     delivered to licensed distributors in the Territory approved of by Company.
     Company shall  reimburse  Brewer for the cost of  delivering  the Products.
     Brewer  shall not sell any  Products  to any  person or entity  within  the
     Territory  which  Brewer  knows or has  reason to know  intends to sell the
     Products outside the Territory.

          e.  Brewer  will  invoice  sales of Products in all states to licensed
     distributors  appointed by Brewer, all of whom shall be subject to approval
     by Company.  Each of the distributors  will be required to make payment for
     all Products purchased from Brewer by way of electronic transfer,  whenever
     possible, or by check, within 30 days from date of invoice, or such shorter
     period as may be  prescribed  by law in the states  concerned,  and will be
     subject to such credit  limits as may be set by Brewer  after  consultation
     with the  Company.  In respect  of-all  sales of Products in excess of such
     approved  credit  limits,  distributors  will be required  to make  payment
     therefor to Brewer  prior to shipping of Products by Brewer.  Brewer  shall
     provide the necessary  administrative services and assistance to manage and
     administer  the  invoicing  of all  sales of the  Products,  collection  of
     receivables,  and reconciliation of payments therefor from distributors and
     Brewer will provide Company with an accounting  thereof not less frequently
     than once a month.  Brewer  shall open a separate  bank account in its name
     with First National Bank of Cold Spring,  Minnesota.  All payments received
     from distributors of the Products shall be electronically  transferred into
     such bank account and/or deposited directly into such account,  immediately
     upon receipt thereof by Brewer. At the end of each business day, the amount
     standing  to  the  credit  of  Brewer  in  such  bank   account   shall  be
     automatically  transferred  from such bank  account,  by way of a  standing
     instruction,  to a separate bank account that will be opened and maintained
     by the Company in its own name, at the same bank.  The Company shall be and
     remain  the sole  owner  of such  bank  Account  and all  monies  deposited
     therein.  The separate bank account opened by the Brewer in accordance with
     this paragraph shall not be used for any purpose, other than the receipt of
     payments as  contemplated  above and payment  over of such  payments to the
     Company as contemplated above. Bank statements reflecting deposits into and
     transfers  between  Brewer's and  Company's  separate bank account shall be
     provided to the Company not less frequently than once a week.

          f.  Brewer's  obligation  to receive and.  transfer all payments  from
     distributors of the Products pursuant to paragraph 4(e) above, shall not be
     subject to right of  set-off,  counterclaim,  recoupment,  defense or other
     right which the Brewer may have against the Company.

          g. All distribution agreements and/or appointments of distributors for
     the sale of Products  within the Territory shall be subject to the approval
     of the Company, notwithstanding that such agreements and appointments shall
     be  concluded  by the  Brewer in its own name.  Each such  agreement  shall
     include a provision that Brewer may assign its interests  thereunder.  Upon
     the   termination  of  this  Agreement,   all  distributor   contracts  and
     appointments  shall be assigned  by Brewer to the Company  and/or any other
     party nominated by the Company,  to the extent permitted by law. The Brewer
     undertakes  to execute any  instruments  or documents  that the Company may
     require in order to give effect to such assignments.

          5.  INSURANCE.  Brewer and  Company  shall each,  at its own  expense,
     obtain and maintain a adequate product liability  insurance during the term
     of the Agreement, and an) extension hereof (collectively referred to as the
     "Policy"),  in an amount not less than One Million Dollars  ($1,000,000.00)
     per incident and One Million Dollars ($1,000,00(.00) in the aggregate. Each
     party shall  provide the other with a certificate  of insurance  evidencing
     the  existence  of the Policy no later than  fifteen (15) days prior to the
     fir3t Requested Ship Date and the Policy shall provide that the other party
     shall be given  notice  by said  insurance  company  at least ten (10) days
     prior to the cancellation of expiration of the Policy.

          Brewer shall  procure and  maintain in full force and effect  workmans
     compensation,  public liability bodily injury and public liability property
     damage insurance policies wit a limits customary in the trade. Brewer shall
     add Company to such  policies as an additional  insured as  applicable  and
     Brewer shall provide company with proof of such insurance annually.

         6. PRICE AND PAYMENT.

          a. During the term of this  agreement  Brewer shall charge Company the
     price  set  forth on  EXHIBIT A  ("Price").  The  Price is F.O.B.  Brewer's
     warehouse  dock and  includes  applicable  Federal  Excise Tax and  certain
     packaging  materials,  as more fully described on EXHIBIT A. The Price does
     not include any state sales tax or recycling fees.

          b.  Brewer  shall  invoice  Company  for the  Products on the date the
     Products shipped, or if Product has been in Brewer's warehouse for at least
     fifteen  (15)  days  following  the date the  Products  are  packaged  (the
     "Packaging  Date").  All payments  are due fifteen (15) days from  Brewer's
     invoice on all  shipments  or  nonshipped  invoices  per  paragraph  6c. If
     Company has not tendered  payment  thirty (30) days from Brewer's  invoice,
     Brewer may charge Company  interest on the due amount from the thirty-first
     (31st) day from  Brewer's  invoice  until such payment is made at a rate of
     10% per annum. Brewer's right to charge such interest is not in lieu of any
     other right Brewer may have against Company for breach of this agreement.

          c. Company is  responsible  for the cost of  warehousing  any Products
     that have not been shipped within sixty (60) days of the Packaging Date. In
     the event that any Products are, for any reason,  still being warehoused by
     Brewer sixty (60) days after the Packaging  Date,  Brewer shall be entitled
     to levy a warehousing and handling  surcharge of _________  ($___) per case
     per month to Company for so long as such Products are stored by Brewer (the
     "Warehousing  Charge").  The Warehousing Charge shall accrue in full on the
     sixty-first  (61st) day after the  Production  Date and on the first day of
     each month  thereafter,  and shall be prorated for partial  months.  If the
     Products are not shipped within one hundred and twenty (120) days after the
     Packaging Date,  Brewer may, after the expiration of thirty (30) days after
     written  notice to Company,  sell or dispose of such  Products at Company's
     sole expense. Proceeds from the sale of the Products will be applied to the
     Company's  outstanding  balance due, but Company will remain liable for any
     outstanding balance due after such application of sales proceeds.

         7.          REPRESENTATIONS AND WARRANTIES.

          a. Company represents, warrants and covenants to Brewer that:

          (i) it will assist Brewer in obtaining the necessary federal and state
     label  approval,  and  registrations  for the  Products,  and shall provide
     Brewer with copies of all federal and state label  approvals,  if any, held
     by Company for the Products prior to shipment, and

          (ii) it is the legal  owner or holder of all rights to the  Trademark,
     any and all trademarks and copyrights associated with the Products, whether
     registered,  pending or common law,  including but not limited to the brand
     names of the Products, Company's name used in connection with the Products,
     and all other names, designs,  slogans, logos or logotypes used to identify
     the' Products (collectively  referred to as the "Trademarks"),  an that the
     Trademarks  do not, to the best of Company's  knowledge,  infringe upon any
     copyrights,  patents,  trademarks, trade dress, or other property rights of
     any person, firm or entity.

          b. Brewer represents warrants and covenants to Company that:

          (i) it  currently  has,  and shall  maintain  during  the term of this
     Agreement,  a  Brewer's  Notice  issued  by the  BATF as well as all  other
     licenses,  permits,  registrations  and  certificates  of  approval  as are
     necessary to brew,  package and  distribute  the Products in the Territory.
     Brewer  currently holds state licenses  authorizing it to sell the Products
     in the states set forth on Exhibit B.

          (ii) all  Products  will be brewed and  packaged  in  accordance  with
     Company's specifications. Company may inspect Brewer's records or processes
     used in production of the Products upon request.

          (iii) it will follow good manufacturing practices in the production of
     the Products and; all Products shall be of a good and merchantable  quality
     and fit for the purpose for which they are intended to be used.

          (iv) the production,  packaging,  distribution  and marketing by it of
     the Products,  pursuant to the terms and conditions of this Agreement,  are
     in accordance  with all applicable  laws and  regulations  dealing with the
     production,  storage,  distribution and sale of Products containing alcohol
     and/or malts.

          9  TRADEMARKS  Brewer  recognizes  the  great  value  of the  goodwill
     associated with the Trademarks and acknowledges that the Trademarks and all
     accompanying  rights therein,  and the goodwill  attached  thereto,  belong
     exclusively  to the  Company.  Brewer  shall  not,  during the term of this
     agreement or thereafter, assert any right of ownership of the Trademarks or
     use the  Trademarks  other  than in  accordance  with  the  terms  of to is
     agreement, or disparage or diminish the image and quality of the Trademarks
     among the public.  Brewer shall  cooperate  with Company in preserving  and
     protecting Company's rights in and to the Trademarks.

          10.  RELATIONSHIP  OF  THE  PARTIES.   The  parties  shall  be  deemed
     independent  contractors.  Nothing herein  contained  shall be construed to
     create any partnership,  joint venture,  agency or employment  relationship
     between the  parties.  Neither  party shall have the power or right to bind
     the other party to any third  party,  and each party  shall be  responsible
     exclusively for its own taxes and expenses related to doing business.

          11.  INDEMNIFICATION.  If any  demand,  claim  or  action  is  made or
     threatened   against   Brewer  for  (a)  trademark   infringement,   unfair
     competition  or  interference  with a contract to which Company is a party,
     asserted  as a result of Brewer's  lawful  performance  of its  obligations
     under the terms of this  Agreement,  or (b)  violation  of Federal or State
     alcohol laws and regulations  due to marketing  practices of the Company in
     respect of the Products,  Company  shall defend,  indemnify and hold Brewer
     harmless from any loss, damage, liability, or expense, including reasonable
     attorneys  fees,  for which Brewer may be liable and pay in response to any
     such demand,  claim or action,  including  but not limited to Brewer's cost
     for any products that must be destroyed, recalled or otherwise not saleable
     as a result of the  resolution of any such demand and claim or action,  and
     Brewer's  cost for packaging  materials  and labels for any such  materials
     that must be  destroyed,  recalled or are otherwise not useable as a result
     of any such demand,  claim or action. If Company should fail or refuse, for
     any reason, to defend,  indemnify, or seek to preserve for Brewer the right
     to use the Trademarks,  as provided herein, Brewer shall have the right but
     shall not the obligation to defend against any such demand,  claim in place
     of  Company.  If  Brewer  does  undertake  to defend  against  a  trademark
     Infringement claim, or to otherwise preserve and protect the rights granted
     herein to use the  Trademarks,  Brewer shall have the right to collect from
     Company by way of separate  action,  any and all amounts expended by Brewer
     in  connection  with  such,  action  including  but not  limited to actual,
     direct,  out-of-pocket costs and expense of investigation,  litigation, and
     all its reasonable  outside  attorneys fees directly related to such claim,
     provided,  that Company shall,  under no  circumstances,  be liable for any
     loss, damage, liability or expense resulting from the negligence or willful
     or reckless misconduct of Brewer, its employees, agents or representatives.

         Brewer agrees to defend,  indemnify and hold Company  harmless  against
any and all  claims,  costs,  expenses,  losses,  causes  of  action  (including
reasonable  attorneys fees and costs),  damages or liabilities on account of the
death and/or injury to any  person(s) or damage to any property  arising out of,
due to, or in any way connected with (a) Brewer's failure to produce and package
the  Products  in  accordance  with  the   Proprietary   Information  and  other
specifications and processes  provided to Brewer by Company,  and/or b) any act,
omission or failure to act by Brewer, its employees,  agents or representatives.
which act,  omission or failure to act is in violation  of Brewer's  obligations
under this  Agreement  and/or (c) any violation of Federal or State alcohol laws
and regulations by Brewer or due to any act or omission of the Brewer in respect
of the Products.

         12. TERMINATION.  Notwithstanding anything else herein to the contrary,
either party may, at anytime,  terminate this Agreement, with cause, upon thirty
(30)  days  prior  written  notice  to  the  other  party.  The  warranties  and
representations   set  forth  herein  shall  survive  the  termination  of  this
Agreement.  Cause must be a serious breach and not corrected after  notification
during the thirty  (30) day  period.  If there is an  inability  to agree on any
major issue, it must be submitted to arbitration.

         13.   CONFIDENTIALITY.    All   Proprietary   Information,    material,
information,  data or records  (the  "Materials")  provided  by one party to the
other  shall be the sole and  exclusive  property  of the party  providing  such
Materials.  The parties agree that any information that may be received from the
other party,  including but not limited to,  Proprietary  Information,  customer
lists,  product  recipes,  formulae,  specifications  and  pricing  information,
promotional or marketing materials,  or the like in connection with the Products
or this  Agreement or the rights and  obligations  provided for  hereunder  (the
"Confidential  Information"),  shall not be disclosed by such party to any other
person and is only to be used in the performance of the  obligations  under this
Agreement and for no other reason.  Each party shall return the original and all
copies of the Materials  and  Confidential  Information  received from the other
party promptly following the termination of this Agreement.

         In the event of any  breach of this  provision  by  either  party,  the
injured party may obtain an injunction  against the other party's  disclosure of
the  data  and  shall be  entitled  to any  damage  or loss  occasioned  by such
disclosure.  This application of confidentiality  and  non-disclosure  shall not
apply  to  information  which  (a) is in the  public  domain  at the time of the
receipt  from the other  party,  or which comes into the public  domain  without
breach of an obligation hereunder;  (b) is known and can be shown to be known by
one party at the time of receipt from the other party;  or (c) becomes  known to
one party through a third source whose  acquisition was independent of the other
party and not in breach of any obligation hereunder.

         14. GENERAL PROVISIONS.

                  a. Entire Agreement.  This Agreement and the exhibits referred
to herein and to be delivered  pursuant hereto,  constitute the entire agreement
between the parties  pertaining to the subject matter hereof,  and supersede all
prior agreements,  understandings,  negotiations and discussions of the parties,
whether oral or written,  and there are no warranties,  representations or other
agreements  between the parties in connection  with the subject  matter  hereof,
except as specifically set forth herein.

                  b.  Severability.  If any term or provision of this  Agreement
shall,  to any  extent,  be  determined  to be  invalid  or  unenforceable,  the
remainder of this Agreement  shall not be affected  thereby,  and each remaining
term and  provision  of this  Agreement  shall be valid and  enforceable  to the
greatest extent permitted by law.

                  c. Captions.  The captions and paragraph  numbers appearing in
this Agreement are inserted as a matter of convenience only and shall not in any
way limit, amplify or otherwise affect the term of provisions hereof.

                  d. Governing Law and Venue.  This Agreement shall be construed
and  interpreted  according to the laws of the State of  California  and Company
agrees that it is subject to personal jurisdiction in California.

                  e.  Arbitration.  Any  dispute  hereunder  shall be settled by
arbitration  in Los  Angeles  Court,  California  pursuant  to the  rules,  then
obtaining, of the American Arbitration Association.

                  f.  Attorneys'  Fees.  If  either  party  brings  an action to
enforce  this  Agreement,  or  to  declare  rights  under  this  Agreement,  the
prevailing  party  in any  such  action  shall  be  entitled  to its  reasonable
attorneys' fees to be paid by the losing party.

                  g. Assignment. Either party may assign this Agreement, subject
to all of the terms and  provisions  hereof  and to the  written  consent of the
non-assigning party, which may bc withheld by the Company in its sole discretion
but may not be  unreasonably  withheld by the  Brewer.  All  provisions  of this
Agreement shall be binding upon the respective employees, delegates, successors,
heirs and permitted assignees of the parties.

                    h. Notices.  Unless otherwise  specifically provided herein,
all  communications  or notices required or permitted by this Agreement shall be
in  writing  and shall be deemed to have been  given at the  earlier of the date
when  actually  delivered to an officer of the other or three days after deposit
in the United States mail, certified or registered mail, postage prepaid, return
receipt  requested,  and  addressed  as follows,  unless and until  either party
notifies the other of a change of address:

         If to Brewer: Rello, Inc. d/b/a Gluek Brewing Company

         PO Box 476
         219 North Red River Avenue
         Cold Spring, Minnesota 56320
         Attention: Order Processing Department
         Fax# (320) 685-8318

         If to Company:

         Hansen's Beverage Company
         2380 Railroad Street, Suite 101
         Corona, California 92880
         Telephone: (909) 739-6200
         Facsimile: (909) 739-6210

                  I. Waiver and  Modifications.  Unless  otherwise  specifically
provided herein, no waiver or modification of any of the terms of this Agreement
shall be valid'  unless in  writing  and  signed by both  parties.  No waiver by
either party of a breach hereof or default hereunder shall be deemed a waiver by
such party of a prior or subsequent breach or default of like or similar nature.

                  j . Force Majeure. In the event that either party is prevented
or delayed from performing its obligations  under the terms of this Agreement by
virtue of one or More events or  contingencies  beyond its  reasonable  control,
whether or not presently  occurring or contemplated  by either party,  including
but not limited to, fires, labor strikes, labor disputes,  accidents,  sabotage,
federal or state legislation or any regulations or orders  thereunder,  judicial
action,  acts of God,  war, or civil  commotion,  such  nonperformance  shall be
excused and shall not  constitute a default  under the terms of this  Agreement,
provided,  however,  that in the event that such nonperformance  continues for a
period in excess of three (3)  consecutive  months,  either party shall have the
option thereunder to terminate this Agreement immediately upon written notice to
that effect.

                  k. Further Instruments.  The parties shall execute and deliver
any and all other instruments and shall take any and all other actions as may be
reasonably  necessary to carry out the intent of the  Agreement  into full force
and effect.

                  l Counterparts.  This Agreement may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.




<PAGE>



         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Agreement as of the day and year first above written.

RELLO, INC. d/b/a GLUEK BREWING COMPANY


By: /s/Maurice Bryan
Name:     Maurice Bryan
Title:        President

HARD ENERGY COMPANY



By: /s/Rodney Sacks
Name:       Rodney Sacks
Title:          Chairman





<PAGE>



                                  EXHIBIT "B",
                         STATES IN WHICH BREWER LICENSED

ALASKA                                               WASHINGTON
ARIZONA                                              WISCONSIN
CALIFORNIA
COLORADO
DELAWARE
FLORIDA
HAWAII
ILLINOIS
KANSAS
MARYLAND
MASSACHUSETTS
MICHIGAN
NEVADA
NEWMEXIC0
NEWYORK
NORTH CAROLINA
OHIO
OREGON
SOUTH CAROLINA
TEXAS
UTAH
VIRGINIA



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED  BALANCE SHEETS AND CONSOLIDATED  STATEMENTS OF OPERATIONS FOUND ON
PAGES 3 AND 4 OF THE  COMPANY'S  FORM 10-Q FOR THE QUARTER,  AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
                                                                               
       
<S>                                            <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 MAR-01-2000
<PERIOD-END>                                   JUN-30-2000                               
<CASH>                                             121,609
<SECURITIES>                                             0
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</TABLE>