U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   ----------

                                   Form 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000

                                       OR

              [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ___________ to ___________

                                   ----------

                         Commission file number 0-26155

                        ICY SPLASH FOOD & BEVERAGE, INC.
        (Exact name of small business issuer as specified in its charter)


                  New York                                       11-3329510
(State or other jurisdiction of incorporation                 (I.R.S. Employer
              or organization)                               Identification No.)


                          9-15 166th Street, Suite 5-B
                              Whitestone, NY 11357
                    (Address of principal executive offices)


                                 (718) 746-3585
                (Issuer's telephone number, including area code)

     Check whether the issuer (1) 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 [_]

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 6,600,000 shares of common
stock as of August 14, 2000.


     Transitional Small Business Disclosure Format (check one)

Yes [_]  No [X]

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I FINANCIAL INFORMATION

     ITEM 1.   FINANCIAL STATEMENTS
<S>                                                                                     <C>
            a)          Balance Sheets as of September 30,  2000  (unaudited)
                        and December 31, 1999 ....................................      1

            b)          Statements of Operations for the three and nine months
                        ended September 30, 2000 and 1999 (unaudited) ............      2

            c)          Statements of Cash Flows for the nine months
                        ended September 30, 2000 and 1999 (unaudited) ............      3

            d)          Notes to Financial Statements (unaudited) ................      4


     ITEM 2.   MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS ...............................      5


PART II OTHER INFORMATION

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

            a)          EXHIBITS .................................................       7

            b)          REPORTS ON FORM 8-K ......................................       7

SIGNATURES .......................................................................       8

EXHIBIT 11.1 .....................................................................       9

EXHIBIT 27........................................................................       10
</TABLE>

<PAGE>


PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS


                                   - ASSETS -


<TABLE>
<CAPTION>

                                                                  September 30, December 31,
                                                                      2000        1999
                                                                   ---------    ---------
                                                                  (Unaudited)

<S>                                                                <C>          <C>
CURRENT ASSETS:
  Cash                                                             $   7,704    $   3,802
  Accounts receivable, net of allowance for doubtful accounts of
   $5,000 and $2,000 for September 30 and December 31, respectively   21,211       85,871
  Notes receivable                                                      --          1,485
  Inventory                                                          232,362      137,798
  Deferred taxes                                                       6,000        6,000
                                                                   ---------    ---------

TOTAL CURRENT ASSETS                                                 267,277      234,956
                                                                   ---------    ---------
FIXED ASSETS:
  Warehouse equipment                                                  5,000        5,000
  Office equipment                                                    14,749       12,279
                                                                   ---------    ---------
                                                                      19,749       17,279
  Less: accumulated depreciation                                      11,033        8,033
                                                                   ---------    ---------
                                                                       8,716        9,246
                                                                   ---------    ---------

                                                                   $ 275,993    $ 244,202
                                                                   =========    =========


                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
  Notes payable                                                    $  65,000    $  65,000
  Accounts payable                                                    43,627       78,157
  Accrued expenses and other current liabilities                      18,941       21,279
  Shareholders' loans                                                121,784          850
  Income taxes payable                                                   639          680
                                                                   ---------    ---------

TOTAL CURRENT LIABILITIES                                            249,991      165,966
                                                                   ---------    ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Preferred stock, $.001 par value, 1,000,000 shares authorized,
    zero shares issued and outstanding for 2000 and 1999                --           --
  Common stock, $.001 par value, 50,000,000 shares authorized,
    6,600,000 shares issued and outstanding                            6,600        6,600
  Additional paid-in capital                                         174,587      174,587
  Accumulated deficit                                               (155,185)    (102,951)
                                                                   ---------    ---------
                                                                      26,002       78,236
                                                                   ---------    ---------

                                                                   $ 275,993    $ 244,202
                                                                   =========    =========
</TABLE>


See notes to financial statements.


                                       1
<PAGE>


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                              Three Months Ended September 30,  Nine Months Ended September 30,
                                          2000         1999           2000         1999
                                       ---------     ---------     ---------     ---------
<S>                                    <C>           <C>           <C>           <C>
NET SALES                              $ 104,009     $ 177,472     $ 398,614     $ 523,804

COST OF SALES                             80,325       119,407       303,813       351,443
                                       ---------     ---------     ---------     ---------

GROSS PROFIT                              23,684        58,065        94,801       172,361
                                       ---------     ---------     ---------     ---------

OPERATING EXPENSES:
  Selling expenses                         7,450        21,458        55,787        58,572
  General and administrative expenses     34,795        19,804        87,795        63,656
                                       ---------     ---------     ---------     ---------
                                          42,245        41,262       143,582       122,228
                                       ---------     ---------     ---------     ---------

(LOSS) INCOME FROM OPERATIONS            (18,561)       16,803       (48,781)       50,133

OTHER EXPENSES:
  Interest expense                        (1,081)         (657)       (2,943)       (3,907)
                                       ---------     ---------     ---------     ---------

(LOSS) INCOME BEFORE TAXES               (19,642)       16,146       (51,724)       46,226

  Provision for income taxes                 170          --             510           680
                                       ---------     ---------     ---------     ---------

NET (LOSS) INCOME                      $ (19,812)    $  16,146     $ (52,234)    $  45,546
                                       =========     =========     =========     =========

EARNINGS (LOSS) PER SHARE:

  Basic                                $    --       $    --       $  (.01)       $   .01
                                       =========     =========     =========     =========
  Diluted                              $    --       $    --       $  (.01)       $   .01
                                       =========     =========     =========     =========
</TABLE>


See notes to financial statements.


                                       2
<PAGE>


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                            For the Nine Months Ended
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:                                                 September 30,
                                                                                               2000           1999
                                                                                            ---------       ---------
<S>                                                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                                                         $ (52,234)      $  45,546
  Adjustments to reconcile net (loss) income to net cash used in operating activities:
    Depreciation                                                                                3,000           2,250
    Provision for bad debts                                                                     3,000          11,799
  Changes in assets and liabilities:
    Decrease (increase) in accounts receivable                                                 61,660        (105,471)
    Increase in inventories                                                                   (94,564)        (32,898)
    Increase (decrease) in accounts payable                                                   (34,530)         52,171
    Decrease in accrued expenses and other current liabilities                                 (2,379)         (4,957)
                                                                                            ---------       ---------
      Net cash used by operating activities                                                  (116,047)        (31,560)
                                                                                            ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of fixed assets                                                                     (2,470)         (2,885)
  Repayments of note receivable                                                                 1,485          25,031
                                                                                            ---------       ---------
      Net cash provided (used) in investing activities                                           (985)         22,146
                                                                                            ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from short-term debt                                                                  --            65,000
  Repayments of short-term debt                                                                  --           (65,000)
  Proceeds from shareholders loans                                                            120,934          56,500
                                                                                            ---------       ---------
      Net cash provided  by financing activities                                              120,934          56,500
                                                                                            ---------       ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                       3,902          47,086

  Cash and cash equivalents, at beginning of year                                               3,802          20,314
                                                                                            ---------       ---------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                                 $   7,704       $  67,400
                                                                                            =========       =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash during the period for:
    Income taxes paid                                                                       $     551       $     680
    Interest paid                                                                           $   2,943       $     657
</TABLE>


See notes to financial statements.


                                       3
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                                SEPTEMBER 30,2000
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

In the opinion of  management,  the  accompanying  unaudited  interim  financial
statements  of Icy  Splash  Food and  Beverage,  Inc.  contain  all  adjustments
necessary to present fairly the Company's financial position as of September 30,
2000 and December 31, 1999 (audited) and the results of operations for the three
and nine months  ended  September  30, 2000 and 1999 and cash flows for the nine
months ended September 30, 2000 and 1999.

The results of operations for the three and nine months ended September 30, 2000
and 1999 are not  necessarily  indicative  of the results to be expected for the
full year.

The accounting  policies  followed by the Company are set forth in Note 1 to the
Company's financial  statements included in its Annual Report on Form 10-KSB for
the year ended December 31, 1999,  with the one exception noted in the following
paragraph.

The  Company  has  historically  recognized  operating  revenue  for  all of its
customers  (distributors)  at the point of passage of title,  which is generally
upon shipment of goods to distributors.  The Company has changed its recognition
of operating revenue for one distributor,  which is a related party, to point of
shipment  of  goods  by  the  distributor  to  its  customers.  These  financial
statements  have been  retroactively  adjusted to reflect this change in revenue
recognition.


NOTE 2 - SHAREHOLDERS' LOANS:

At  September  30, 2000 and  December  31, 1999 the Company owed an aggregate of
$121,784  and  $850,  respectively  to one  of its  shareholders.  The  loan  is
non-interest bearing and has no formal repayment terms.


                                       4
<PAGE>


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

RESULTS OF OPERATIONS

Net sales for the Company  decreased 41.4% from $177,472 in the third quarter of
1999 to $104,009 in the third quarter of 2000 and decreased 23.9%, from $523,804
in the nine months ended September 30, 1999 to $398,614 in the nine months ended
September 30, 2000. The decrease  reflects the Company's lack of capital to fund
an  increase  in sales.  The ongoing  regulatory  approval  process to allow the
Company to raise equity by selling securities has taken longer than anticipated,
and has curtailed growth. For the nine months ended September 30, 2000, sales of
Icy Splash - Clear,  Icy  Splash - Second  Generation  and other  manufacturers'
products were 32.2%,  23.8% and 44.0%,  respectively.  For the nine months ended
September 30, 1999 sales of Icy Splash - Clear,  Icy Splash - Second  Generation
and other manufacturers' products were 30.5%, 59.9% and 9.6%, respectively.

The gross profit  margin  decreased  to 22.8% in the third  quarter of 2000 from
32.7% in the third  quarter  of 1999 and  decreased  to 23.8% in the first  nine
months of 2000 from  32.9% in the first nine  months of 1999.  The  decrease  in
profit  margin  was  predominately  caused  by  the   disproportionately   large
percentage  of sales of other  manufacturers'  products  during  the first  nine
months of 2000 - $175,939 in 2000 versus $50,349 in 1999. There were two reasons
: (1)  opportunities  to establish  relationships  with other  distributors  and
manufacturers in accordance with the Company's  long-term business plan; and (2)
payment terms for purchase of other manufacturer's  products more favorable than
the  Company's  co-packers'  terms  to  produce  its  own  products.  Management
anticipates a product sales mix more heavily  weighted towards the Company's own
products during 2001.

Selling expenses were $7,450 in the third quarter of 2000, compared with $21,458
in the third  quarter of 1999,  7.2% and 12.1% of sales,  respectively.  Selling
expenses were $55,787 in the first nine months of 2000, compared with $58,572 in
the first nine months of 1999, 14.0% and 11.2% of sales, respectively.

General and  administrative  expenses were $34,795 in the third quarter of 2000,
compared  with $19,804 in the third  quarter of 1999,  33.5% and 11.2% of sales,
respectively,  and  $87,795  in the first  nine  months of 2000,  compared  with
$63,656  in  the  first  nine  months  of  1999,   22.0%  and  12.2%  of  sales,
respectively.  Both the amount and percentage of expenses have increased for the
year to date as the Company is positioning  itself for higher sales volume after
the  anticipated  raising of equity through the exercise of warrants and sale of
stock  during 2001.  The  following  items  specifically  explain the  increased
activity.  Rent was $3,218 for the third  quarter of 2000,  compared with $0 for
the third quarter of 1999, 3.1% and 0% of sales, respectively, and $6,677 in the
first nine  months of 2000,  compared  with  $1,079 in the first nine  months of
1999,  1.7 % and 0.2 % of sales,  respectively.  The Company moved into a better
equipped  office in January 2000.  While the 1999 first nine months rent expense
was a one-time expense for equipment rental,  office rent will continue in 2000.
Professional  fees were  $17,398  in the third  quarter of 2000,  compared  with
$6,682 in the third  quarter of 1999,  16.7 % and 3.8 % of sales,  respectively,
and were $42,189 in the first nine months of 2000,  compared with $23,730 in the
first nine months of 1999,  10.6 % and 4.5 % of sales,  respectively.  Insurance
expenses were $4,745 in the third  quarter of 2000,  compared with $1,644 in the
third quarter of 1999, 4.6 % and 0.9 % of sales, respectively,  and were $12,499
in the first nine months of 2000,  compared with $7,011 in the first nine months
of 1999, 3.1 % and 1.3 % of sales, respectively. Office expenses were $1,843 for
the third quarter of 2000, compared with $356 for the third quarter of 1999, 1.8
% and 0.2 % of sales, respectively,  and were $2,678 in the first nine months of
2000,  compared  with $894 in the first nine months of 1999,  0.7 % and 0.2 % of
sales, respectively.

Bad debt expense was $1,000 for the third  quarter of 2000 versus $3,354 for the
third quarter of 1999, 1.0% and 1.9% of sales, respectively,  and was $3,000 for
the first nine months of 2000 versus  $11,799 for the first nine months of 1999,
0.8% and 2.3% of sales,  respectively.  Last year's expense was greater  because
there was a bad debt allowance for a delinquent  note receivable and this year's
estimated  allowance is for accounts  receivable  only. The Company  anticipates
continuing favorable bad


                                       5
<PAGE>


debt expense as a percentage of sales for 2000 due to the quality of its current
distributors (customers).

There  was a loss from  operations  for the third  quarter  of 2000 of  $18,561,
compared  with a profit  of  $16,803  for the  third  quarter  of 1999,  with an
operating  margin  (loss) of (17.8%) for the third  quarter of 2000 and 9.5% for
the third quarter of 1999.  There was a loss from  operations for the first nine
months of 2000 of $48,781,  compared with a profit of $50,133 for the first nine
months of 1999,  with an operating  (loss)  margin of (12.2%) for the first nine
months of 2000 and 9.6% for the first nine months of 1999. Net income (loss) and
net  income  (loss) as a percent  of sales  for the third  quarter  of 2000 were
($19,812)  and  (19.0%),  compared to $16,146 and 9.1% for the third  quarter of
1999.  Net income  (loss)  and net  income  (loss) as a percent of sales for the
first nine months of 2000 were  ($52,234)  and (13.1%),  compared to $45,546 and
8.7% for the first nine months of 1999.

Interest  expense  increased  from $657 to $1,081 in the third  quarter  of 2000
versus the third  quarter of 1999,  and  decreased  from $3,907 to $2,943 in the
first nine  months of 2000  versus the first nine  months of 1999,  because  the
Company  refinanced  a $65,000 note on  September  30, 1999 at a more  favorable
interest rate.

LIQUIDITY AND CAPITAL RESOURCES

Working capital  decreased  $51,704 from December 31, 1999 to September 30, 2000
predominately from the net loss in the first nine months of 2000.

Net cash flow used by  operating  activities  was  $116,047  and $31,560 for the
first nine months of 2000 and 1999, respectively.

During the first nine months of 1999,  $25,031  repayments  of notes  receivable
were received,  while only $1,485 was received in the first nine months of 2000.
The Company  purchased  $2,470 of fixed  assets  during the first nine months of
2000 and $2,885 during the first nine months of 1999.

During  the first  nine  months of 2000,  the  Company  borrowed  $120,934  from
shareholders  and during the first nine months of 1999 it borrowed  $56,500 from
shareholders.  During the first nine months of 2000, the shareholder  loan funds
were used  predominately  to fund a $94,564  increase  in  inventory,  including
$28,928 increase in finished goods, in order to service  distributors  requiring
immediate delivery.

OTHER

This report contains forward-looking statements and information that is based on
management's beliefs and assumptions, as well as information currently available
to management.  When used in this document, the words "anticipate,"  "estimate,"
"expect,"   "intend"   and  similar   expressions   are   intended  to  identify
forward-looking statements.  Although the Company believes that the expectations
reflected in such  forward-looking  statements  are  reasonable,  it can give no
assurance that such expectations  will prove to be correct.  Such statements are
subject to certain risks,  uncertainties and assumptions.  Should one or more of
these risks or uncertainties  materialize,  or should the underlying assumptions
prove  incorrect,  actual results may vary  materially  from those  anticipated,
estimated or expected.


                                       6
<PAGE>


PART II   OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          a)   Exhibit 11.1 - Computation of Earnings Per Share, is filed as an
               exhibit to this report.

               Exhibit 27 - Financial Data Schedule, is filed as an exhibit to
               this report.

          b)   Reports on Form 8-K

               The Company did not file any Current Reports on Form 8-K during
               the three month period ended September 30, 2000


                                       7
<PAGE>


                                   SIGNATURES

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


                                        ICY SPLASH FOOD & BEVERAGE, INC.

November 14, 2000                              By:  /s/ Joseph Aslan
                                                  ----------------------------
                                                  Joseph Aslan,
                                                  President and Principal
                                                   Accounting Officer


                                       8