UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB
(Mark  One)

[X]  Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934

     For the Quarterly Period Ended June 30, 2005

                                       OR


[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange act of 1934

                         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                            (IRS Employer
Incorporation or Organization)                             Identification No.)

535 WORTMAN AVENUE, BROOKLYN, NY                           11208
--------------------------------                           -----
(Address of Principal Executive Offices)                   (Zip Code)

Registrant's telephone number, including area code:  (718) 272-2765.

       Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.                                                          Yes [X] No [ ]

       State the number of shares outstanding of the registrant's common
equity as of the latest practicable date: 17,898,509 shares of the registrant's
common stock were issued and outstanding as of August 15, 2005.

       Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]



<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
PART I

Item 1.   Financial Statements
             Balance Sheets as of June 30, 2005
               (unaudited) and December 31, 2004..........................   2
             Statements of Operations for the three and six months
               ended June 30, 2005 and 2004 (unaudited)...................   3
             Statements of Cash Flows for the six months ended
               June 30, 2005 and 2004 (unaudited).........................   4
          Notes to Financial Statements (unaudited) ......................   5
Item 2.   Management's Discussion and Analysis............................   7
Item 3.   Controls and Procedures.........................................   18

PART II

Item 1.   Legal Proceedings...............................................   19
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.....   19
Item 3.   Defaults Upon Senior Securities.................................   20
Item 4.   Submission of Matters to a Vote of Security Holders.............   20
Item 5.   Other Information...............................................   20
Item 6.   Exhibits........................................................   20





<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS
----------------------------

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                          June 30,         December 31,
                                                                                            2005               2004
                                                                                       --------------     --------------
                                                                                         (Unaudited)
<S>                                                                                    <C>                <C>
ASSETS:
CURRENT ASSETS:
   Cash                                                                                $      83,802      $      59,673
   Accounts receivable, net of allowance for doubtful accounts
     of $73,656 for June 30, 2005 and $17,075 for December 31, 2004, respectively.           278,375            104,378
   Inventory                                                                                 781,520            428,914
   Prepaid expenses                                                                           86,696              7,258
                                                                                       --------------     --------------

TOTAL CURRENT ASSETS                                                                       1,230,393            600,223
                                                                                       --------------     --------------

FIXED ASSETS:
   Production equipment                                                                      100,371              2,600
   Warehouse equipment                                                                         5,000              5,000
   Office equipment                                                                           17,098             17,098
   Leasehold improvements                                                                      1,967              1,967
                                                                                       --------------     --------------
                                                                                             124,436             26,665
   Less: accumulated depreciation                                                             28,253             22,233
                                                                                       --------------     --------------
                                                                                              96,183              4,432
                                                                                       --------------     --------------

Other assets                                                                                  23,015              5,000
                                                                                       --------------     --------------
TOTAL ASSETS                                                                           $   1,349,591      $     609,655
                                                                                       ==============     ==============

LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
   Accounts payable                                                                    $     770,453      $     359,660
   Accrued expenses and other current liabilities                                             32,146              2,911
   Shareholders' loans                                                                       199,674                 --
   Income taxes payable                                                                          230                457
                                                                                       --------------     --------------

TOTAL CURRENT LIABILITIES                                                                  1,002,503            363,028
                                                                                       --------------     --------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT):
   Preferred stock, $.001 par value, 1,000,000 shares authorized,
     0 shares issued and outstanding for 2005 and 2004                                            --                 --
   Common stock, $.001 par value; 50,000,000 shares authorized, 17,898,509
     and 33,375,500 shares issued and outstanding for June 30, 2005 and
     December 31, 2004, respectively                                                          17,898             33,376
   Additional paid-in-capital                                                              1,716,002          2,328,146
   Accumulated deficit                                                                    (1,386,812)        (1,083,539)
   Stock subscription receivable                                                                  --         (1,031,356)
                                                                                       --------------     --------------
                                                                                             347,088            246,627
                                                                                       --------------     --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                             $   1,349,591      $     609,655
                                                                                       ==============     ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       2

<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                      For the Three Months                    For the Six Months
                                                          Ended June 30,                          Ended June 30,
                                                   ----------------------------          ----------------------------
                                                       2005            2004                  2005            2004
                                                       ----            ----                  ----            ----
<S>                                                <C>             <C>                   <C>             <C>
NET SALES                                          $ 1,584,895     $   423,631           $  2,785,012    $   629,346
                                                   ------------    ------------          ------------    ------------

COST OF GOODS SOLD:
     Inventory - beginning of period                   702,522         157,600               428,914         107,539
     Purchases                                       1,475,408         445,181             2,750,399         631,307
                                                   ------------    ------------          ------------    ------------
                                                     2,177,930         602,781             3,179,313         738,846
     Inventory - end of period                         781,520         249,846               781,520         249,846
                                                   ------------    ------------          ------------    ------------

TOTAL COST OF GOODS SOLD                             1,396,410         352,935             2,397,793         489,000
                                                   ------------    ------------          ------------    ------------

GROSS PROFIT                                           188,485          70,696               387,219         140,346
                                                   ------------    ------------          ------------    ------------

OPERATING EXPENSES:
     Selling expenses                                  186,175          47,364               334,964          69,031
     General and administrative expenses               198,555          60,976               355,300         100,542
                                                   ------------    ------------          ------------    ------------
                                                       384,730         108,340               690,264         169,573
                                                   ------------    ------------          ------------    ------------

LOSS FROM OPERATIONS                                  (196,245)        (37,644)             (303,045)        (29,227)

     Provision for income taxes                            114             114                   228             228
                                                   ------------    ------------          ------------    ------------

NET LOSS                                           $  (196,359)    $   (37,758)          $  (303,273)    $   (29,455)
                                                   ============    ============          ============    ============

LOSS PER SHARE:

     Basic and diluted                             $     (0.01)    $     (0.00)          $     (0.01)    $     (0.00)
                                                   ============    ============          ============    ============

     Weighted average shares                        19,094,113      11,435,500            26,155,466       11,435,418
                                                   ------------    ------------          ------------    ------------
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       3

<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                    For the Six Months
                                                                                                       Ended June 30,
                                                                                            ------------------------------------
                                                                                                  2005                  2004
                                                                                            ----------------    ----------------
<S>                                                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss)                                                                             $      (303,273)    $       (29,455)
     Adjustments to reconcile net loss to net cash (used in) operating activities:
       Depreciation                                                                                   6,020                 200
       Provision for bad debts                                                                       56,581               6,419
       Stock issued for services                                                                         --               2,450

     Changes in assets and liabilities:
       (Increase) in accounts receivable                                                          (230,578)             (56,615)
       (Increase) in inventories                                                                  (352,606)            (142,307)
       (Increase) in prepaid expense                                                               (79,438)                  --
       (Increase) in other assets                                                                  (18,015)                  --
       Increase (decrease) in accounts payable                                                     410,793              (10,139)
       Increase in accrued expenses and other current liabilities                                   29,008                3,887
                                                                                            ----------------    ----------------
     Net cash (used in) operating activities                                                       (481,508)           (225,560)
                                                                                            ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                                                       (97,771)                 --
                                                                                            ----------------    ----------------
     Net cash (used in) investing activities                                                        (97,771)                 --
                                                                                            ----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from stock sales                                                                      444,998                  --
     Proceeds from shareholders loans                                                               158,410             375,642
     Repayments of shareholders loans                                                                    --             (41,562)
                                                                                            ----------------    ----------------
     Net cash provided by financing activities                                                      603,408             334,080
                                                                                            ----------------    ----------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                            24,129             108,520
     Cash and cash equivalents, at beginning of period                                               59,673               2,688
                                                                                            ----------------    ----------------


CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                                 $        83,802     $       111,208
                                                                                            ================    ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash used during the period
     for:
       Income taxes paid                                                                    $           455     $           455

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS
     13,300,000 shares of common stock and corresponding subscription receivable rescinded  $     1,000,000     $            --
     Repurchase of 2,000,000 shares of common stock, payment due over next several months   $        72,620     $            --

</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       4

<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:

         In the opinion of management, the accompanying unaudited interim
financial statements of Icy Splash Food & Beverage, Inc. contain all adjustments
necessary to present fairly the Company's financial position as of June 30, 2005
and December 31, 2004 (audited), the results of operations for the three and six
months ended June 30, 2005 and 2004 and cash flows for the six months ended June
30, 2005 and 2004.

         The results of operations for the three and six months ended June
30, 2005 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, 2004, which is incorporated herein
by reference. Certain notes included in Form 10-KSB have been condensed or
omitted from this report in accordance with the rules for Forms 10-Q and 10-QSB.

         The Company discloses segment information in accordance with Statements
of Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of
an Enterprise and Related Information," which uses the management approach to
determine reportable segments.

         Certain reclassifications have been made in the June 30, 2004
financial statements to conform to the current fiscal year presentation.

NOTE 2 - GOING CONCERN:

         As shown in the accompanying financial statements, the Company has
incurred continuing losses and has an accumulated deficit of $1,386,812 as of
June 30, 2005. The ability of the Company to continue as a going concern is
dependent on obtaining financing and generating cash flow from operations. The
Company is actively pursuing additional financing and seeking to expand its
business. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

NOTE 3 - LOANS PAYABLE - SHAREHOLDERS:

         At June 30, 2005, the Company owed three of its shareholders
$199,674. These loans are unsecured, non interest bearing and payable upon
demand.

NOTE 4 - CAPITAL STOCK

         On March 31, 2005, the Company entered into a rescission and stock
purchase agreement with Joseph Aslan, Sy Aslan and Yifat Aslan. Pursuant to the
terms of the rescission and stock purchase agreement, the Company cancelled the
13,300,000 shares issued to  Joseph  Aslan,  Sy Aslan  and  Yifat  Aslan  and in
consideration  for contributions by these persons in an aggregate  amount
of $444,999,  the Company issued an  aggregate  of  3,423,009  shares to
Sy Aslan,  Joseph Aslan and Yifat Aslan. 1,544,211  shares were  issued to
Joseph  Aslan,  1,544,211  shares were issued to Sy Aslan and 334,587 shares
were issued to Yifat Aslan. The 13,300,000 shares of common stock were issued
in the fourth quarter of 2004 by the Company to Joseph Aslan,  Sy Aslan and
Yifat Aslan pursuant to an agreement  under which such persons would invest
$1,000,000 in the Company.

                                       5

<PAGE>

         On April 5, 2005, the Company entered into a rescission and stock
purchase  agreement  with Joseph Aslan,  Shlomo  Aslan,  Sy Aslan and Yifat
Aslan. Pursuant to the terms of the rescission and stock purchase agreement, the
Company cancelled the 9,000,000 shares issued to Joseph Aslan, Shlomo Aslan, Sy
Aslan and Yifat Aslan and in consideration for contributions by these persons in
an aggregate  amount of $540,000  through  January 7, 2005, the Company  issued
5,400,000 shares to Sy Aslan,  Joseph Aslan, Shlomo Aslan and Yifat Aslan in the
aggregate. 3,000,000 shares were issued to Joseph Aslan,  1,200,000 shares were
issued to Sy Aslan, 780,000 shares were  issued to Yifat  Aslan,  and 420,000
shares were issued to Shlomo Aslan. These shares were issued at the then-current
market  price of $0.10 per  share.  The 9,000,000 shares of common stock were
issued in the third quarter of 2004 to Joseph Aslan, who is a director,  and the
Company's  President and Chief Executive Officer, Sy Aslan, one of the Company's
directors, Shlomo Aslan, one of the Company's  shareholders,  Yifat Aslan, the
Company's Vice President of Operations. 5,000,000 of these shares were issued to
Joseph Aslan;  2,000,000 of these shares were issued to Sy Aslan;  1,300,000 of
these shares were issued to Yifat Aslan; and 700,000 of these shares were issued
to Shlomo Aslan. These shares were issued in  consideration  for the Company's
receipt of  payments  to or on its behalf  totaling  $540,000 in the  aggregate
through January 7, 2005. The price per share was approximately 75% of the market
price per share at the time of issuance.

         On April 30, 2005, the Company purchased 2,000,000 shares of its
common stock from Joseph Anteri for a commitment to pay him $72,620, or
approximately $0.036 per share. On May 10, 2005, the Company cancelled these
2,000,000 shares. The Company currently owes Mr. Anteri $72,620 and anticipates
paying him such amount without interest within the next several months.

NOTE 5 - ECONOMIC DEPENDENCY:

         For the three months ended June 30, 2005, purchases from MountSpil
Products Corp. ("MountSpil"), a vendor, amounted to $170,555, or 11.4%, of the
Company's total purchases of inventory. For the six months ended June 30, 2005,
purchases amounted to $413,356, or 15.0%, of the Company's total purchases of
inventory. At June 30, 2005, the amount due this supplier was $62,039.

NOTE 6 - COMMITMENTS AND CONTINGENCIES:

         On April 13, 2005, the Company entered into a license and
warehousing agreement with MountSpil pursuant to which the Company is the
exclusive seller of MountSpil's products in the tri-state area of New York, New
Jersey and Connecticut. The agreement provides that the Company can utilize the
MountSpil and Shan logos and trade names for the products. Under this agreement,
MountSpil also provides certain warehousing services to the Company for a fee of
$8,000 per week.

NOTE 7 - SEGMENT INFORMATION

         Effective January 1, 2005, the Company measures operating results as
three reportable segments: (i) Icy Splash, (ii) Mountspil, and (iii) Handmade.
Icy Splash manufactures and distributes "Icy Splash" beverages and distributes
third-party specialty foods and beverages and health and beauty aids ("HBA"),
including, milk and dairy, over-the-counter pharmaceutical HBA. MountSpil, is
the Company's fastest growing segment and distributes dry packed goods,
including MountSpil Farms Honey, Shan preserves and Shan peanut butter. The
Company's Handmade segment manufactures and distributes cookies and distributes
baked bread. The Company evaluates performance and allocates resources based on
profit or loss from operations. Intersegment sales and transfers are recorded at
market prices and eliminated in segment consolidation.


                                       6

<PAGE>


           The table below presents information about the Company's reportable
segments:
<TABLE>
<CAPTION>

                                                    For the Three Months Ended June 30, 2005
                                                    ----------------------------------------
                                           Icy Splash      Mountspil      Handmade       Total
                                           Operations      Operations     Operations
-----------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>            <C>            <C>
Net sales                                  $ 568,188       $ 962,515      $  54,192      $ 1,584,895
(Loss) from operations                     $(160,333)      $ (24,528)     $ (11,384)     $  (196,245)
Identifiable assets                        $ 571,061       $ 643,762      $ 134,768      $ 1,349,591
Depreciation expense                       $     100       $       0      $   3,492      $     3,592
Capital expenditures                       $       0       $       0      $       0      $         0

                                                     For the Six Months Ended June 30, 2005
                                                     --------------------------------------
                                           Icy Splash      Mountspil      Handmade       Total
                                           Operations      Operations     Operations
-----------------------------------------------------------------------------------------------------

Net sales                                  $1,128,207      $1,566,016      $ 90,789     $  2,785,012
(Loss) from operations                     $ (254,358)     $  (13,325)     $(35,362)    $   (303,045)
Identifiable assets                        $  571,061      $  643,762      $134,768     $  1,349,591
Depreciation expense                       $      200      $        0      $  5,820     $      6,020
Capital expenditures                       $        0      $        0      $ 97,771     $     97,771
</TABLE>


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

Overview
--------

      We operate three distinct business segments: (i) Icy Splash, (ii)
MountSpil, and (iii) Handmade. Icy Splash manufactures and distributes "Icy
Splash" beverages and distributes third-party specialty foods and beverages and
HBA products, including, milk and dairy, over-the-counter pharmaceutical HBA.
MountSpil, is our fastest growing segment and distributes dry packed goods,
including MountSpil Farms Honey, Shan preserves and Shan peanut butter. Our
Handmade segment manufactures and distributes cookies and distributes baked
bread. All of our segments distribute their products to customers, including
supermarket chains, gourmet stores, delicatessens, grocery stores, convenience
stores and 99 Cent Stores in the New York metropolitan area. We import many of
our specialty foods and HBA products, and distribute these products with
domestically produced products to our customer base using our sales force and
warehouse systems. We deliver our products with our refrigerated and
non-refrigerated trucks. Our cost of revenues primarily consists of the
acquisition of products and raw material costs. Our general and administrative
expenses consist primarily of vehicle, warehouse and office space leasing,
payroll, insurance and professional fees.

Critical Accounting Policies
----------------------------

General
-------

      In the ordinary course of business, we have made a number of estimates
and assumptions relating to our reporting of results of operations and financial
position in our preparation of our financial statements in conformity with
accounting principles generally accepted in the United States of America. Actual
results could differ significantly from those estimates under different
assumptions and conditions. We believe that the following discussion addresses
our most critical accounting policies, which are those that are most important
to the portrayal of our financial condition and results of operations and
require our most difficult, subjective and complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain.

                                       7

<PAGE>

      We have not made changes in any critical accounting policies during the
six months ended June 30, 2005. Any significant changes in critical accounting
policies and estimates are discussed by Joseph, Aslan our Chief Executive
Officer, Director and principal shareholder and Charles Tokarz, our Chief
Financial Officer, Treasurer and Director, during the quarter in which a change
is contemplated and prior to making such change.

Doubtful Accounts
-----------------

      We evaluate the collectibility of our trade accounts receivable based
on a number of factors. In circumstances where we become aware of a specific
customer's inability to meet its financial obligations to us, a specific reserve
for bad debts is estimated and recorded, which reduces the recognized receivable
to the estimated amount we believe will ultimately be collected. In addition to
specific customer identification of potential bad debts, bad debt charges are
recorded based on our recent past loss history and an overall assessment of past
due trade accounts receivable outstanding.

      Our review of potential bad debts considers the specific industry a
particular customer operates in, such as supermarket chains, gourmet stores,
grocery stores, convenience stores and 99 Cent Stores and mass merchandise
retailers, and the general economic conditions that currently exist in that
specific industry. We then consider the effects of concentration of credit risk
in a specific industry and for specific customers within that industry.

Fixed Assets
------------

      Fixed assets are recorded at cost and is depreciated on a straight-line
basis over the estimated useful lives of such assets. Changes in circumstances
such as technological advances, changes to our business model or changes in our
capital strategy could result in the actual useful lives differing from our
current estimates. Factors such as changes in the planned use of production
equipment, warehouse equipment, office equipment, or leasehold improvements
could also result in shortened useful lives. In those cases where we determine
that the useful life of fixed assets should be shortened, we would depreciate
the net book value in excess of the estimated salvage value over its revised
remaining useful life.

      We evaluate long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. When undiscounted future cash flows will not be sufficient to
recover an asset's carrying amount, the asset is written down to its fair value
and we recognize an impairment loss.

Revenue Recognition
-------------------

      We recognize revenue from product sales at the time of passage of title
and risk of loss to the customer based upon terms established with our customer.
There are no further obligations on our part to adjust revenue recognition
except for returns of product from our customers. We accept returns of products,
if properly requested, authorized, and approved by us. We record an estimate of
returns of products to be returned by our customers.

Price Discounts and Other Sales Incentives
------------------------------------------

      We offer sales incentives to our customers primarily in the form of
volume incentive rebates and trade allowances. We account for sales incentives
in accordance with EITF 01-9, "Accounting for Consideration Given by a Vendor to
a Customer (Including a Reseller of Vendor's Products)" (EITF 01-9). The terms
of sales incentives are offered from time to time and vary by customer. Except
for other trade allowances, all sales incentives require the customer to
purchase our products during a specified period of time. All sales incentives
require our customers to claim the sales incentive within a certain time period
(referred to as the "claim period") and claims are settled either by the
customer claiming a deduction against an outstanding account receivable owed to
us by the customer or by the customer requesting a check from us. We are unable
to demonstrate that an identifiable benefit of the sales incentives has been
received, as such, all costs associated with sales incentives are classified as
a reduction

                                       8

<PAGE>


of net sales. The following is a summary of the various sales incentive programs
offered by us and the related accounting policies:

      Volume incentive rebates offered to customers require that minimum
quantities of product be purchased during a specified period of time. The amount
offered is either based upon a fixed percentage of our sales revenue to the
customer and/or form of payment. Certain of the volume incentive rebates offered
to customers include a sliding scale of the amount of the sales incentive with
different required minimum quantities to be purchased. We issue any rebates
immediately upon delivery to our customers.

      Other trade allowances are additional sales incentives that we provide
to customers subsequent to the related revenue being recognized. In accordance
with EITF 01-9, we record the provision for these additional sales incentives at
the later of when the sales incentive is offered or when the related revenue is
recognized. Such additional sales incentives are based upon a fixed percentage
of the selling price to the customer, a fixed amount per unit, or a lump-sum
amount.

Inventories
-----------

      We value our inventory at the lower of the actual cost to purchase on a
weighted moving average basis and/or the current estimated market value of the
inventory less expected costs to sell the inventory. We regularly review
inventory quantities on-hand and record a provision for excess and obsolete
inventory based primarily on selling prices subsequent to the balance sheet
date, indications from customers based upon current negotiations and purchase
orders. A significant sudden increase in the demand for our products could
result in a short-term increase in the cost of inventory purchases while a
significant decrease in demand could result in an increase in the amount of
excess inventory quantities on-hand. In addition, our industry is characterized
by frequent new product introductions that could result in an increase in the
amount of obsolete inventory quantities on-hand.

      Our estimate of excess and obsolete inventory may prove to be
inaccurate, in which case we may have understated or overstated the provision
required for excess and obsolete inventory. In the future, if our inventory is
determined to be overvalued, we would be required to recognize such costs in our
cost of goods sold at the time of such determination. Likewise, if we do not
properly estimate the lower of cost or market of our inventory and it is
therefore determined to be undervalued, we may have over-reported our cost of
goods sold in previous periods and we would be required to recognize such
additional operating income at the time of sale. Therefore, although we make
every effort to ensure the accuracy of our forecasts of future product demand,
any significant unanticipated changes in demand or technological developments
could have a significant impact on the value of our inventory and our reported
operating results.

Earnings Per Share
------------------

      We utilize Financial Accounting Standards Board Statement No. 128
"Earnings Per Share" ("SFAS 128"), which changed the method for calculating
earnings per share. SFAS 128 requires the presentation of basic and diluted
earnings per share on the face of the statement of operations. Earnings per
common share is computed by dividing net income by the weighted average number
of common shares outstanding and for diluted earnings per share, also common
equivalent shares outstanding.

Income Taxes
------------

      We utilize Financial Accounting Standards Board Statement No. 109,
"Accounting for Income Taxes"("SFAS 109"), which requires the use of the asset
and liability approach of providing for income taxes. SFAS 109 requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method  deferred tax  liabilities  and assets are
determined  based on the difference  between  the  financial  statement  and
tax  basis  of  assets  and liabilities using  enacted  tax  rates in  effect
for the  year in  which  the differences are expected to reverse.
Under SFAS 109, the effect on deferred tax assets and liabilities  of a change
in tax rates is recognized in income in the period that  includes the enactment
date.  Deferred tax

                                       9

<PAGE>


assets due to operating losses aggregated approximately $485,000 at
June 30, 2005. We have established a 100% valuation allowance against this
asset until it is more likely than not to be realized.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AS
COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2004

Net Sales
---------

      Net sales increased by $1,161,264, or 274.1%, from $423,631 for the
three months ended June 30, 2004 to $1,584,895 for the three months ended June
30, 2005 and increased by $2,155,666, or 342.5%, from $629,346 for the six
months ended June 30, 2004 to $2,785,012 for the six months ended June 30, 2005.
For the three months ended June 30, 2005, net sales of Icy Splash (TM) Clear,
and other manufacturers' products, before price discounts and other sales
incentives, were 3.2%, and 96.8%, respectively, of our net sales, and for the
six months ended June 30, 2005, net sales of Icy Splash (TM) Clear, and other
manufacturers' products, before price discounts and other sales incentives, were
3.1%, and 96.9%, respectively, of our net sales. For the three months ended June
30, 2004, net sales of Icy Splash (TM) Clear, and other manufacturers' products,
before price discounts and other sales incentives, were 20.5%, and 79.5%,
respectively, of our net sales, and for the six months ended June 30, 2004 net
sales of Icy Splash (TM) Clear, and other manufacturers' products, before price
discounts and other sales incentives, were 22.9%, and 77.1%, respectively, of
our net sales. The increase in sales and increase in the percentages of our
sales attributable to third-party products is a result of our expansion of
distribution activities and a decrease in sales of Icy Splash beverages. The
increase in sales of third-party manufacturers' products of $1,187,391, or
342.5% for the three months ended June 30, 2005, as compared to the three months
ended June 30, 2004, and $2,198,304 or 440.2% for the six months ended June 30,
2005, as compared to the six months ended June 30, 2004, is primarily due to the
addition of new product lines to our local distribution network. The new items
are less seasonal than beverages and we anticipate that this change in product
mix will help ameliorate the effects of seasonality on our revenue.

      In early 2005, we commenced operations of a baked products business and
began selling these products. We also added new specialty food products and HBA
products. For the three months ended June 30, 2005, new bakery products, new
dairy products and new specialty food products accounted for sales of $54,192,
$136,951 and $603,501, respectively. For the six months ended June 30, 2005, new
bakery products, new dairy products and new specialty food products accounted
for sales of $90,789, $219,696 and $603,501, respectively.

Gross Profit
------------

      Our gross profit increased by $117,789, or 166.6%, from $70,696 for the
three months ended June 30, 2004 to $188,485 for the three months ended June 30,
2005, and gross profit increased by $246,873, or 175.9%, from $140,346 for the
six months ended June 30, 2004 to $387,219 for the six months ended June 30,
2005. Our gross profit margin decreased to 11.9% for the three months ended June
30, 2005 from a gross profit margin of 16.7% for the three months ended June 30,
2004, and gross profit margin decreased to 13.9 % for the six months ended June
30, 2005 from a gross profit margin of 22.3% for the six months ended June 30,
2004. The decrease in profit margin was primarily caused by an increase in our
promotional expenditures and the increased percentage of our revenues
attributable to distributing third-party products on which we generally
recognize a smaller gross margin. We initially purchase new product lines in
smaller quantities while we test the market for these new products. Our gross
margin on these products were particularly lower because we anticipate that as
certain new product lines succeed, we will be able to obtain these products at
lower cost. Larger volume orders that are expected to reduce our per unit costs
are anticipated to have a positive impact on our gross margins. Additionally, we
commenced operating a bakery operation during the first quarter of 2005.

Selling, General and Administrative Expenses
--------------------------------------------

      Selling expenses were $186,175 for the three months ended June 30,
2005, an increase of $138,811, or 293.1%, compared with $47,364 for the three
months ended June 30, 2004, and selling

                                       10

<PAGE>


expenses were $334,964 for the six months ended June 30, 2005, an increase of
$265,933, or 385.2%, compared with $69,031 for the six months ended June
30, 2004. These represented 11.7% and 12.0% of net sales for the three months
and six months ended June 30, 2005, respectively.  The increase in selling
expenses is primarily due to the costs associated with starting our own
distribution activities in the New York metropolitan area and the increases in
shipping, handling and  processing  costs.  Vehicle expenses were $50,847 for
the three months ended June 30, 2005, an increase of $44,482, or 698.9%,
compared with $6,365 for the three months ended June 30, 2004, and vehicle
expenses were $80,858 for the six months ended June 30, 2005, an increase of
$69,586, or 617.3%, compared  with $11,272 for the six months ended June 30,
2004.  This increase resulted from our operation of three additional vehicles in
connection with our expanded distribution  operations.  These represented 3.2%
and 2.9% of net sales for the three months and six months ended June 30, 2005,
respectively. Shipping, handling and  processing expenses were $76,160 for the
three months ended June 30, 2005, an increase of $74,072, or 3,547.5%, compared
with $2,088 for the three months ended June 30, 2004, and shipping, handling and
processing expenses were $134,360 for the six months ended June 30, 2005,  an
increase of $132,078, or 5,787.8%,  compared with $2,282 for the six months
ended June 30, 2004. These represented 4.8% and 4.8% of net sales for the three
months and six months ended June 30, 2005, respectively.

      General and administrative expenses were $198,555 for the three months
ended June 30, 2005, an increase of $137,579, or 225.6%, compared with $60,976
for the three months ended June 30, 2004, and were $355,300 for the six months
ended June 30, 2005, an increase of $254,759, or 253.4%, compared with $100,542
for the six months ended June 30, 2004. These represented 12.5% and 12.8% of our
net sales for the three months and six months ended June 30, 2005, respectively.
Payroll expense was $29,422 for the three months ended June 30, 2005, an
increase of $24,903, or 551.0%, compared with $4,519 for the three months ended
June 30, 2004, and was $66,079 for the six months ended June 30, 2005, an
increase of $55,554, or 527.8%, compared with $10,525 for the six months ended
June 30, 2004. These represented 1.9% and 2.4% of net sales for the three months
and six months ended June 30, 2005, respectively. Insurance expense was $17,944
for the three months ended June 30, 2005, an increase of $6,848, or 61.7%,
compared with $11,096 for the three months ended June 30, 2004, and was $33,449
for the six months ended June 30, 2005, an increase of $14,974, or 81.0%,
compared with $18,475 for the six months ended June 30, 2004. This increase
resulted primarily from the operation of additional vehicles. These represented
1.1% and 1.2% of net sales for the three months and six months ended June 30,
2005, respectively. Rent expense was $25,706 for the three months ended June 30,
2005, an increase of $16,506, or 179.4%, compared with $9,200 for the three
months ended June 30, 2004 and was $47,156 for the six months ended June 30,
2005, an increase of $36,756, or 353.4%, compared with $10,400 for the six
months ended June 30, 2004. This increase was due to the rent for our primary
office and warehouse facility increasing on January 1, 2005 from $4,000 per
month to $4,750 per month, and our leasing in the first quarter of fiscal 2005
of an additional facility for $3,600 per month. These represented 1.6% and 1.7%
of net sales for the three months and six months ended June 30, 2005,
respectively. Utilities expense was $20,721 for the three months ended June 30,
2005, an increase of $19,687, or 1,904.0%, compared with $1,034 for the three
months ended June 30, 2004 and was $41,569 for the six months ended June 30,
2005, an increase of $40,363, or 3,347.0%, compared with $1,206 for the six
months ended June 30, 2004. These represented 1.3% and 1.5% of net sales for the
three months and six months ended June 30, 2005, respectively. The increases in
our general and administrative expenses result from the expansion of our
distribution activities, including the offering of a larger variety of products
to our customers. The leasing of additional space and the other increases in our
general and administrative expenses were necessary to support our expanded local
distribution and bakery activities.

      Bad debt expense was $32,391 for the three months ended June 30, 2005,
an increase of $28,029, or 642.6%, compared with $4,362 for the three months
ended June 30, 2004 and was $56,581for the six months ended June 30, 2005, an
increase of $50,162, or 781.5%, compared with $6,419 for the six months ended
June 30, 2004. These represented 2.0% and 2.0% of net sales for the three months
and six months ended June 30, 2005, respectively.

                                       11

<PAGE>

Net Loss
--------

         We incurred a loss from operations for the three months ended June
30, 2005 of $196,245 compared with a loss of $37,644 for the three months ended
June 30, 2004 and a loss from operations for the six months ended June 30, 2005
of $303,045 compared with a loss of $29,227 for the six months ended June 30,
2004. Net loss and net loss as a percentage of net sales for the three months
ended June 30, 2005 were $196,359 and 12.4%, respectively, compared to a net
loss and net loss percentage of $37,758 and 8.9% for the three months ended June
30, 2004. Net loss and net loss as a percentage of net sales for the six months
ended June 30, 2005 were $303,273 and 10.9%, respectively, compared to a net
loss and net loss percentage of $29,455 and 4.7% for the six months ended June
30, 2004. Our net loss is primarily due to the costs associated with the
investments we made to develop our facilities and new product lines, which more
than offset the increased net revenue and gross profit resulting from such
activities, as discussed above.

Liquidity and Capital Resources
-------------------------------

         As of June 30, 2005, we had cash balances of $83,802, working
capital of $227,890 and an accumulated deficit of $1,386,812. In addition, we
incurred a net loss of $303,273 for the six months ended June 30, 2005. Working
capital decreased $9,305 for the six months ended June 30, 2005.

         Net cash flow used by operating activities was $481,508 and $225,560
for the six months ended June 30, 2005 and 2004, respectively. The increase in
cash used was predominately due to our decision to increase our inventory levels
in order to improve our ability to service our local customers and an increase
in accounts receivable resulting from the expansion of our business.

         We have financed our operations primarily through the issuance of
equity securities, through short-term borrowings from our shareholders and
through cash generated from operations. In our opinion, we do not expect to have
sufficient working capital to fund our current operations and may need to raise
at least $200,000 in additional capital over the next twelve months. However,
market conditions and their effect on our liquidity may restrict our use of
cash, and require us to borrow or raise additional funds. Our future cash
requirements are expected to depend on numerous factors, including, but not
limited to: (a) the ability to grow our sales to our current customer base, (b)
the ability to generate positive cash flow from operations, and the extent
thereof, (c) the ability to raise additional capital or obtain additional
financing, and (d) economic conditions. In the event that sufficient funding is
not available externally, we may need to seek additional financing from our
directors and shareholders. Such persons are under no contractual obligation to
provide any funds. We currently have no credit facility for additional
borrowing. There is no assurance that we will be able to generate enough funds
from either operations or equity/debt financing to sustain us in the future.

         During the first six months of 2005, we purchased $97,771 of fixed
assets. Also, we borrowed $158,410 from Joseph Aslan, our President, Chief
Executive Officer, Director and principal shareholder, and Sy Aslan, one of our
Directors, to fund working capital.

INFLATION

         We believe that inflation has generally not had a material impact on
our operations.

OFF-BALANCE SHEET ARRANGEMENTS

         We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that would be material to
investors.

                                       12

<PAGE>

SEASONALITY

         The beverage production and beverage distribution industries are
characterized by significant seasonal variations. Historically, a significant
portion of our net sales have been realized during the month of December and the
months of May through September, and levels of net sales and net earnings have
generally been significantly lower during the period from October through April,
excluding December. We expect our net sales and operating results from our
beverage production and distribution to continue to be affected by these
seasonal fluctuations. Our net sales from beverage production and distribution
activities currently account for between 3% to 7% of our net sales. As our
distribution operations have and continue to generate a larger portion of our
net sales, we expect the seasonal effects on our net sales to be reduced. Our
revenues may also experience substantial variations as a result of a number of
other factors, such as consumer preferences and introduction of competing
products by competitors, as well as limited time promotional pricing and other
offers made by retailers that do not carry our products. There can be no
assurance that we will achieve consistent growth or profitability on a quarterly
or annual basis.

                                  RISK FACTORS

         Our operations, as well as an investment in our securities, involve
numerous risks and uncertainties. The reader should carefully consider the risk
factors discussed below and elsewhere in this Form 10-QSB before making any
investment decision involving our securities.

INCREASES IN PRICES COULD ADVERSELY AFFECT OUR FINANCIAL POSITION.

         Our ability to obtain raw materials and finished goods at attractive
prices is a key to our financial viability and potential profitability. We are
dependent upon a ready supply of products and raw materials from abroad and
locally. The prices for these materials are determined by the general market,
and may change at any time. Furthermore, we are not engaged in any purchasing
agreements with our suppliers which provide for mechanisms alleviating price
fluctuations of raw materials and finished goods. Therefore, increases in prices
for any of these raw materials and finished goods could have a material adverse
impact on our results of operations and financial position. While we believe
that there are numerous alternative suppliers for the products and raw
materials, the loss of a supplier could adversely impact our operations,
particularly in that the time it would take to effect a change could
significantly impact our business in the short term should a change become
necessary.

         In light of our expansion into the business of distributing third-party
products, we have become dependent on obtaining these products at prices that
allow us to operate successfully. While we have the option to discontinue items
that become too expensive, this could cause disruptions to our product line.

WE HAVE HAD LOSSES AND SUCH LOSSES MAY CONTINUE, WHICH MAY NEGATIVELY IMPACT OUR
ABILITY TO ACHIEVE OUR BUSINESS OBJECTIVES.

         We had a net loss of $196,359 for the three months ended June 30, 2005
and a net loss of $303,273 for the six months ended June 30, 2005. There can be
no assurance that we will be profitable in the future. Revenues and profits, if
any, will depend upon various factors, including whether we will be able to
continue to expand our revenues, gross profit and operating margins.

OUR FINANCIAL STATEMENTS INCLUDE A CONCERN RAISED BY OUR INDEPENDENT AUDITORS
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

         Our independent auditors raised a concern in their report on our
financial statements for fiscal year 2004 about our ability to continue as a
going concern. Our auditors have stated that due to our lack of profitability,
there is "substantial doubt" about our ability to continue as a going concern.
The uncertainty about our ability to continue as a going concern may limit our
ability to access certain types of financing, or may prevent us from obtaining
financing on acceptable terms.

                                       13

<PAGE>

WE MAY NOT BE ABLE TO ACHIEVE AND MANAGE OUR PLANNED EXPANSION.

         We face many business risks associated with rapidly growing companies,
including the risk that our existing management, information systems and
financial controls will be inadequate to support our continued planned
expansion. Our growth plans will require us to expend significant management
time and effort and additional resources to ensure the continuing adequacy of
our financial controls, operating procedures, information systems, product
purchasing, warehousing and distribution systems and employee training programs.
We cannot predict whether we will be able to effectively manage these increased
demands or respond on a timely basis to the changing demands that our planned
expansion will impose on our management, information systems and financial
controls. If we fail to continue to add management personnel or to improve our
management information systems and financial controls or if we encounter
unexpected difficulties during expansion, our business, financial condition,
operating results or cash flows could be materially adversely affected.

A LOSS OF OUR LARGEST SUPPLIER OR ANY REDUCTIONS IN SUPPLIES WE RECEIVE FROM OUR
LARGEST SUPPLIER COULD ADVERSELY AFFECT OUR OPERATING RESULTS.

            For the quarter ended June 30, 2005, purchases from MountSpil
amounted to $170,555, or 11.4%, of our total purchases of inventory and for the
six months ended June 30, 2005, purchases amounted to $413,356, or 15.0%, of our
total purchases of inventory. At June 30, 2005, the amount due to this supplier
was $62,039. MountSpil supplied us with packaged goods and food items at prices
which we believe were competitive and we believe this helped us compete
effectively against our larger competitors. We now purchase most of these
supplies directly from the manufacturers thereof. The loss of these supplies
and/or reduction of supplies provided to us for any reason could undermine our
ability to compete and could have an adverse impact on our financial condition
and results of our operations.

IF WE ARE UNABLE TO IMPROVE OUR GROSS MARGIN WE MAY NEVER ACHIEVE PROFITABILITY.

         The food and beverage production, and the food, beverage and HBA
distribution industries, are highly competitive. Our gross profit margin
decreased to 13.9 % for the six months ended June 30, 2005 from a gross profit
margin of 22.3% for the six months ended June 30, 2004. Our decline in gross
profit margin was primarily caused by an increase in our revenues attributable
to distributing third-party products, on which we generally recognize a smaller
gross margin. We initially purchase new product lines in smaller quantities
while we test the market for these new products. Our gross margin on these
products were particularly lower because we anticipate that as certain new
product lines succeed, we will be able to obtain these products at a lower cost,
due to larger volume orders that we anticipate we will be able to purchase, and
this is expected to have a positive impact on our gross margins. Should we not
be able to improve our gross margin on these new product lines, our
profitability will suffer. There can be no assurance that we will be able to
increase our gross margins, and if we fail to increase our gross profit we would
not expect to be profitable.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING OUR BUSINESS OPERATIONS WILL BE
HARMED AND IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING SHAREHOLDERS
MAY SUFFER SUBSTANTIAL DILUTION.

         We expect that we will require additional funds to expand our
distribution, sales and marketing activities. We anticipate that we will require
up to approximately $200,000 to fund our continued operations for the next
twelve months, depending on revenue and cash flow, if any, from operations. We
expect that additional capital will be required to implement our overall
business strategy. There can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all. The inability to obtain
additional capital would be expected to restrict our ability to grow and may
reduce our ability to continue to conduct business operations. If we are unable
to obtain additional financing, we will likely be required to curtail our
marketing and development plans and possibly cease our operations. Any
additional equity financing may involve substantial dilution to our
then-existing shareholders.


                                       14

<PAGE>

WE MAY BE UNABLE TO COMPETE SUCCESSFULLY IN THE HIGHLY COMPETITIVE FOOD AND
BEVERAGE PRODUCTION, AND FOOD, BEVERAGE AND HBA DISTRIBUTION INDUSTRIES.

         The food and beverage production, and the food, beverage and HBA
distribution industries are highly competitive. Our products are sold in
competition with all similar products. There can be no assurance that we will be
able to compete successfully. Many of our competitors have far greater
financial, operational and marketing resources than we do. Furthermore, the food
and beverage production, and food, beverage and HBA distribution industries are
characterized by rapid changes, including changes in consumer tastes and
preferences, which may result in product obsolescence or short product life
cycles. As a result, competitors may be developing products of which we are
unaware which may be similar or superior to our products. Accordingly, there is
no assurance that we will be able to compete successfully or that our
competitors or future competitors will not develop products that render our
products less marketable.

         Competitors in the food and beverage production, and food, beverage and
HBA distribution industries include distributors of nationally advertised and
marketed products as well as chain stores and private labels. The principal
method of competition include brand recognition, price and price promotion,
retail space management, service to the retail trade, new product introductions,
packaging changes, distribution methods and advertising. See "Business -
Competition."

DUE TO THE GEOGRAPHIC CONCENTRATION OF OUR SALES WE COULD BE MORE ADVERSELY
AFFECTED BY AN ECONOMIC DOWNTURN THAN OUR LARGER COMPETITORS.

         We serve limited market areas, which in turn leaves us more susceptible
to an adverse impact effected by an economic downturn in our market areas than
our larger and more geographically diverse competitors. Currently, our primary
market area is limited to the New York, New Jersey, Connecticut and
Pennsylvania. If any of these areas suffer an economic downturn, our business
and financial condition may be severely affected. Our larger competitors serve a
more geographically diverse market area, parts of which may not be affected by
the same economic conditions that exist in our primary market areas.

WE ARE DEPENDENT ON OUR KEY EXECUTIVES.

         Our future success will depend substantially upon the abilities of, and
personal relationships developed by, Joseph Aslan, our President, Chief
Executive Officer and principal shareholder, as well as Sy Aslan, one of our
directors, and Yifat Aslan, our Vice President in charge of operations. The loss
of Joseph, Sy or Yifat Aslan's services could materially adversely affect our
business and our prospects for the future. We do not have key person insurance
on the lives of, or non-competition agreements with, such persons. As a result
of not having non-competition agreements with such persons, they are not
contractually prohibited from competing for business opportunities that might be
available to us during or after they are no longer our officers and/or
directors.

WE MAY INCUR MATERIAL LOSSES AS A RESULT OF PRODUCT RECALL AND PRODUCT
LIABILITY.

         We may incur material losses and costs as a result of product liability
claims that may be brought against us if the consumption or usage of any of our
products causes bodily injury, illness or death and/or property damage. We also
may be required to recall some of our products if they become contaminated or
are damaged or mislabeled. A significant product liability judgment against us,
to the extent we are not insured, or a widespread product recall, could have a
materially adverse effect on our business, financial condition and results of
operations.

         Icy Splash is listed as an additional insured on product liability
insurance policies for all food items we distribute. We are currently in the
process of negotiating to include ourselves as an additional insured on product
liability insurance policies with regards to the pharmaceutical products we
distribute.

                                       15

<PAGE>

OUR INTERNATIONAL OPERATIONS EXPOSE US TO NUMEROUS RISKS.

         Currently, we import various lines of specialty foods and HBA products
from Canada, Mexico, Argentina, Honduras, Greece, Turkey, Israel, Egypt, Oman,
China and India. Net sales of these imported items represented approximately 25%
of our net sales in fiscal year 2004 and approximately 25% for the six months
ended June 30, 2005. We also export over-the-counter pharmaceutical and HBA
products to Europe and the Middle East. Net sales of our exports amounts to
approximately 3% of our net sales in fiscal 2004 and approximately 4% in the
first six months of 2005. We are subject to a number of factors which may impair
our current or future international opportunities. These include:

         o   economic downturns;
         o   currency exchange rate fluctuations;
         o   international incidents; and
         o   government instability.

OUR PRINCIPAL SHAREHOLDERS, OFFICERS AND DIRECTORS OWN A CONTROLLING INTEREST IN
OUR VOTING STOCK AND OTHER SHAREHOLDERS WILL NOT HAVE ANY VOICE IN OUR
MANAGEMENT.

         Our officers and directors, in the aggregate, beneficially own
approximately 82.9% of our outstanding common stock. As a result, these
shareholders, acting together, will have the ability to control substantially
all matters submitted to our shareholders for approval, including:

         o   election of our board of directors;
         o   removal of any of our directors;
         o   amendment of our certificate of incorporation or bylaws; and
         o   adoption of measures that could delay or prevent a change in
             control or impede a merger, takeover or other business
             combination involving us.

         Management's stock ownership may discourage a potential acquirer from
making a tender offer or otherwise attempting to obtain control of us, which in
turn could reduce our stock price or prevent our shareholders from realizing a
premium over our stock price.

FUTURE SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK IN THE PUBLIC MARKET
COULD HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR COMMON STOCK.

         Our officers and directors, in the aggregate, beneficially own
approximately 82.9% of our outstanding common stock. Sales of significant
amounts of shares held by our directors and executive officers, or the prospect
of these sales, could adversely affect the market price of our common stock.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF OUR STOCK.

         The Securities and Exchange Commission (the "SEC") Rule 15g-9 defines a
"penny stock" as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require:

         o   that a broker-dealer approve a person's account for transactions
             in penny stocks; and
         o   the broker-dealer receive from the investor a written
             agreement to the transaction, setting forth the identity and
             quantity of the penny stock to be purchased.
         o   In order to approve a person's account for transactions in penny
             stocks, the broker or dealer must:


                                       16

<PAGE>

         o   obtain financial information and investment experience objectives
             of the person;
         o   make a reasonable determination that the transactions
             in penny stocks are suitable for that person and the
             person has sufficient knowledge and experience in
             financial matters to be capable of evaluating the risks
             of transactions in penny stocks; and
         o   deliver, prior to any transaction in a penny stock, a
             disclosure schedule prescribed by the Commission
             relating to the penny stock market, which, in highlight
             form, sets forth the basis on which the broker or
             dealer made the suitability determination and that the
             broker or dealer received a signed, written agreement
             from the investor prior to the transaction.

         Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

         Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for shareholders to dispose of our common stock and cause a decline or other
diminution in the market value of our stock.

NO DIVIDENDS ON OUR COMMON STOCK.

         We have never declared or paid any dividends on our common stock and do
not intend to pay any cash dividends in the foreseeable future. We currently
anticipate that we will retain all of our earnings, if any, for use in the
operation and expansion of our business and, therefore, do not anticipate that
we will pay any cash dividends in the foreseeable future.

                           FORWARD-LOOKING STATEMENTS

Statements contained in this Form 10-QSB include "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 that are based on the beliefs and current
expectations of and assumptions made by our management. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which could cause the actual results, performance and achievements, whether
expressed or implied by such forward-looking statements, not to occur or be
realized. Such forward-looking statements generally are based upon our best
estimates of future results, performance or achievement, based upon current
conditions and the most recent results of operations. Forward-looking statements
may be identified by the use of forward-looking terminology such as "may,"
"will," "expect," "believe," "estimate," "anticipate," "continue" or similar
terms, variations of those terms or the negative of those terms. Potential risks
and uncertainties include, among other things, such factors as:

         o   increases in prices of raw materials and finished goods that we
             purchase;
         o   the market acceptance and amount of sales of our products;
         o   our success in increasing revenues and gross profits and in
             reducing or otherwise restraining expenses;
         o   the extent of the enactment, enforcement and strict interpretations
             of laws relating to food production and distribution;
         o   our ability to achieve and manage our growth;
         o   our ability to implement and maintain internal controls;
         o   the competitive environment within the industries in which we
             operate;
         o   our limited geographic concentration of our sales;
         o   our ability to raise additional capital to fund our activities,
         o   our ability to continue as a going concern;
         o   our dependency on key executives; and

                                       17

<PAGE>


         o   the other factors and information disclosed and discussed under
             the "Risk Factors" section of Item 1 and in other sections of this
             Form 10-QSB.

         Readers should carefully consider such risks, uncertainties and other
information, disclosures and discussions which contain cautionary statements
identifying important factors that could cause actual results to differ
materially from those provided in the forward-looking statements. We undertake
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

ITEM 3. CONTROLS AND PROCEDURES
-------------------------------

            As required by Rule 13a-15(b) of the Securities Exchange Act of
1934, an evaluation was performed under the supervision and with the
participation of the Chief Executive Officer and Chief Financial Officer of the
effectiveness of the design and operation of our "disclosure controls and
procedures" (as defined under Rule 13a-15(e) and Rule 15d-15(e)) as of the end
of the period covered by this quarterly report on Form 10-QSB filed with the
SEC. In order to address issues relating to issuances of our shares and timely
filing required disclosures with the SEC, we continue to design and implement
procedures to assure that all transactions are properly implemented, with prompt
public disclosure to the extent required.

            We are assigning high priority to the short-term and long-term
correction of our internal control and disclosure weaknesses, and we will
continue to evaluate the effectiveness of our internal controls and procedures
on an on-going basis and we will take further action as might be appropriate.
Other than designing the improvements discussed above, there were no changes as
of the date of the evaluation in our internal control over financial reporting,
that have materially affected, or are reasonably likely do materially affect,
our internal control over financial accounting.

            In connection with the foregoing, our Chief Executive Officer and
Chief Financial Officer have concluded that, except as noted above, and subject
to the inherent limitations in all control systems, our current disclosure
controls and procedures were effective as of the end of the period covered by
this annual report to ensure that information that is required to be disclosed
in the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and include controls and procedures designed to ensure that information
we are required to disclose in such reports is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.


                                       18

<PAGE>


                                     PART II

ITEM 1. LEGAL PROCEEDINGS
-------------------------

         On March 19, 1997, we filed suit against Icy Splash, Inc., a
predecessor of ours, and a former shareholder of Icy Splash, Inc. in Supreme
Court, Kings County, New York. Our complaint asserted that Icy Splash, Inc. was
misappropriating and/or converting our corporate assets, including the misuse of
our Icy Splash trademark. On March 5, 2003, the Kings County Supreme Court
entered a permanent injunction against the defendants enjoining the defendants
from utilizing or misappropriating our intellectual property, including our
trademark "Icy Splash" or from misappropriating, converting or interfering with
our mail, receivables, or other assets.

         On January 24, 2005, the Appellate Division of the Supreme Court of the
State of New York, Second Judicial Department, reversed the permanent injunction
described above that enjoined Icy Splash, Inc. from utilizing or
misappropriating our intellectual property, on the grounds that we failed to
prove that Icy Splash, Inc. misappropriated our assets. However, the court
stated that we "presented evidence that establishes" our ownership rights to our
assets and trademark of Icy Splash. In February 2005, the defendants petitioned
the Appellate Division to reconsider its ruling. On April 18, 2005, the
Appellate Division denied the petition.

         From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceedings or claims that we believe will have,
individually or in the aggregate, a material adverse affect on our business,
financial condition or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
--------------------------------------------------------------------

            On August 18, 2004, Joseph Aslan, who is a director, and our
President and Chief Executive Officer and our principal shareholder, Sy Aslan,
one of our directors and shareholders, Shlomo Aslan, one of our shareholders,
Yifat Aslan, our Vice President of Operations and one of our shareholders, and
Icy Splash entered into an oral agreement, as disclosed on our Form 10-QSB filed
on November 22, 2004, pursuant to which we issued an aggregate of 9,000,000
shares of our common stock to such persons. 5,000,000 of these shares were
issued to Joseph Aslan; 2,000,000 of these shares were issued to Sy Aslan;
1,300,000 of these shares were issued to Yifat Aslan; and 700,000 of these
shares were issued to Shlomo Aslan. These shares were issued in consideration
for our receipt of payments to or on our behalf totaling $540,000 in the
aggregate. The price per share was approximately 75% of the market price per
share at the time of issuance. On April 5, 2005, we entered into a rescission
and stock purchase agreement with Joseph Aslan, Shlomo Aslan, Sy Aslan and Yifat
Aslan. Pursuant to the terms of the rescission and stock purchase agreement, we
cancelled the 9,000,000 shares issued to Joseph Aslan, Shlomo Aslan, Sy Aslan
and Yifat Aslan and in consideration for contributions by these persons in an
aggregate amount of $540,000 through January 7, 2005, we issued 5,400,000 shares
to Sy Aslan, Joseph Aslan, Shlomo Aslan and Yifat Aslan in the aggregate.
3,000,000 shares were issued to Joseph Aslan, 1,200,000 shares were issued to Sy
Aslan, 780,000 shares were issued to Yifat Aslan, and 420,000 shares were issued
to Shlomo Aslan. These shares were issued at the current market price of $0.10
per share. See Note 4.

         All of the foregoing securities were issued in reliance upon the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

              On April 30, 2005, the Company purchased 2,000,000 shares of its
common stock from Joseph Anteri for a commitment to pay him $72,620, or
approximately $0.036 per share. On May 10, 2005, the Company cancelled these
2,000,000 shares. The Company currently owes Mr. Anteri $72,620 and anticipates
paying him such amount without interest within the next several months.

                                       19

<PAGE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
----------------------------------------

            None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
------------------------------------------------------------

            None.

ITEM 5. OTHER INFORMATION.
--------------------------

            None.

ITEM 6. EXHIBITS.
-----------------

Exhibit No.    Description
-----------    -----------

 3.1           Certificate of Correction of Certificate of Amendment of
               Certificate of Incorporation.

 10.1          Rescission and Stock Agreement between Sy Aslan, Yifat Aslan,
               Joseph Aslan and Icy Splash, dated March 31, 2005
               (Incorporated by reference to Exhibit 10.2 to our Form 8-K
               (File No.000-26155), filed April 1, 2005).

 10.2          Rescission and Stock Agreement by and among Icy Splash,
               Joseph Aslan, Sy Aslan and Yifat Aslan, dated April 5,
               2005 (Incorporated by reference to Exhibit 10.3 to our
               Form 8-K (File No. 000-26155), filed April 6, 2005).

 10.3          License and Warehousing Agreement between Icy Splash and
               MountSpil Products Corp., dated April 13, 2005
               (Incorporated by reference to Exhibit 10.4 to our Form 10-KSB
               (File No. 000-25155), filed April 15, 2005).

 10.4          Stock Purchase Agreement between Joseph Anteri and Icy Splash,
               dated April 30, 2005.  (Incorporated by reference to Exhibit 10.4
               to our Form 10-QSB (File No. 000-26155), filed May 16, 2005).

 31.1          Certification of Chief Executive Officer pursuant to
               Sarbanes-Oxley Section 302(a).

 31.2          Certification of Chief Financial Officer pursuant to
               Sarbanes-Oxley Section 302(a).

 32.1          Certification of Chief Executive Officer and Chief Financial
               Officer pursuant to 18 U.S.C. Section 1350.

                                       20


<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this quarterly
report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 22, 2005

                             ICY  SPLASH  FOOD  &  BEVERAGE,  INC.



                             By:    /s/ Joseph Aslan
                                 ---------------------------------------------
                                 Joseph  Aslan
                                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)



                             By:   /s/ Charles Tokarz
                                 ---------------------------------------------
                                 Charles Tokarz
                                 Chief Financial Officer and Director
                                 (Principal Accounting Officer)


                                       21