U.S. 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 March 31, 2002

(  )    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 Identification No.)
Incorporation  or  Organization)

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

                                (718)  746-3585
                               -----------------
                             Issuer's Telephone Number

     Check  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.
                                                                        ---
     There  were 7,885,500 shares of the registrant's common stock outstanding
as  of  May 14, 2002.

     Transitional  Small  Business  Disclosure  Format          Yes  ___  No _X_


<PAGE>

                                      INDEX

PART I FINANCIAL INFORMATION

     ITEM 1.   FINANCIAL STATEMENTS

               a)   Balance Sheets as of March 31, 2002 (unaudited)
                    and December 31, 2001 ...............................   3

               b)   Statements of Operations for the three months
                    ended March 31, 2002 and 2001 (unaudited)  ...........  4

               c)   Statements of Cash Flows for the three months
                  ended March 31, 2002 and 2001 (unaudited)  ...........    5

               d)   Notes to Financial Statements (unaudited) ...........6 to 7

     ITEM 2.   MANAGEMENT'S   DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS ......................8 to 9

PART II OTHER INFORMATION

     ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS ................    10

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K .........................    10

               a)   EXHIBITS ............................................    10

               b)   REPORTS ON FORM 8-K .................................    10

SIGNATURES ..............................................................    11

EXHIBIT 11   ............................................................    12

<PAGE>

PART  I:  FINANCIAL  INFORMATION
ITEM  1:  FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>
                                          ICY SPLASH FOOD AND BEVERAGE, INC.
                                                    BALANCE SHEETS

                           - ASSETS -
                                                                 March 31,   December 31,
                                                                   2002         2001
                                                                 ---------   ----------
                                                                 (Unaudited)
<S>                                                                 <C>          <C>
CURRENT ASSETS:
  Cash                                                               $1,231      $3,968
  Accounts receivable, net of allowance for doubtful accounts of
   $4,810 and $4,040 for March 31, 2002 and December 31, 2001,
   respectively                                                      42,046       40,902
  Inventory                                                         151,298      173,845
  Prepaid expenses and other current assets                           3,369        3,369
                                                                  ---------    ---------

TOTAL CURRENT ASSETS                                                197,944      222,084
                                                                  ---------    ---------

FIXED ASSETS:
  Warehouse equipment                                                 5,000        5,000
  Office equipment                                                   14,749       14,749
                                                                  ---------    ---------
                                                                     19,749       19,749
  Less: accumulated depreciation                                     16,133       15,383
                                                                  ---------    ---------
                                                                      3,616        4,366
                                                                  ---------    ---------
                                                                  $ 201,560    $ 226,450
                                                                  =========    =========

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-

CURRENT LIABILITIES:
  Notes payable                                                     $65,000      $65,000
  Accounts payable                                                   28,789       51,682
  Accrued expenses and other current liabilities                      1,250      120,778
  Shareholder's loans                                               118,621      105,337
  Income taxes payable                                                  114          455
                                                                  ---------    ---------

TOTAL CURRENT LIABILITIES                                           213,774      343,252
                                                                  ---------    ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Preferred stock, $.001 par value, 1,000,000 shares authorized,
    zero shares issued and outstanding for 2002 and 2001               --           --
  Common stock, $.001 par value, 50,000,000 shares authorized,
    7,885,500 and 6,865,500 shares issued and outstanding at
    March 31,2002 and December 31, 2001 respectively                  7,886        6,866
  Additional paid-in capital                                        581,876      409,696
  Accumulated deficit                                              (404,876)    (390,264)
  Unearned compensatory stock                                       (54,000)          --
  Stock subscription receivable                                    (143,100)    (143,100)
                                                                   ---------    ---------
                                                                    (12,214)    (116,802)
                                                                   ---------    ---------

                                                                   $201,560     $226,450
                                                                   =========    =========

                       See notes to financial statements.
</TABLE>



                                        3
<PAGE>

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


                                                             Three Months Ended March 31,
                                                                  2002           2001
                                                               ---------      ---------
<S>                                                                <C>            <C>
NET SALES                                                       $  91,574      $  85,704

COST OF SALES                                                      62,268         60,822
                                                                ---------      ---------

GROSS PROFIT                                                       29,306         24,882
                                                                ---------      ---------

OPERATING EXPENSES:
  Selling expenses                                                 11,649         13,971
  General and administrative expenses                              31,238         29,421
                                                                ---------      ---------
                                                                   42,887         43,392
                                                                ---------      ---------

LOSS FROM OPERATIONS                                             (13,581)       (18,510)

OTHER EXPENSES:
  Interest expense                                                (1,031)        (1,139)
                                                                ---------      ---------


LOSS BEFORE TAXES                                                (14,612)       (19,649)

  Provision for income taxes                                         --             --
                                                                ---------      ---------

NET LOSS                                                        $(14,612)      $(19,649)
                                                                =========      =========

LOSS PER SHARE:

  Basic                                                         $  --          $  --
                                                                =========      =========
  Diluted                                                       $  --          $  --
                                                                =========      =========

                       See notes to financial statements.
</TABLE>



                                        4
<PAGE>
<TABLE>
<CAPTION>
                           ICY SPLASH FOOD AND BEVERAGE, INC.
                                STATEMENTS OF CASH FLOWS
                                      (Unaudited)


                                                                 For  the Three Months
                                                                   Ended  March  31,
                                                                  2002          2001
                                                              -----------   -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
<S>                                                              <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                      $(14,612)     $(19,649)
  Adjustments to reconcile net loss
   to net cash used by operating activities:
    Depreciation                                                     750         1,000
    Provision for bad debts                                        4,753           863
    Stock issued for services                                    119,200           --
    Changes in assets and liabilities:
    (Increase) in accounts receivable                             (5,898)      (16,244)
    Decrease in inventories                                       22,548        14,814
    (Increase) in prepaid expenses
      and other current assets                                       --        (21,652)
    (Decrease) increase in accounts payable                      (22,893)        7,752
    (Decrease) increase in accrued expenses
      and other current liabilities                             (119,869)           73
                                                              -----------   -----------

      Net cash used by operating activities                      (16,021)      (33,043)
                                                              -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from shareholder's loans                             39,885        29,645
Repayments of shareholder's loans                                (26,601)         --
                                                              -----------   -----------
      Net cash provided by financing activities                   13,284        29,645
                                                              -----------   -----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                       (2,737)       (3,398)


  Cash and cash equivalents, at beginning of year                  3,968         4,278
                                                              -----------   -----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                     $  1,231      $    880
                                                              ===========   ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash during the period for:
    Income taxes paid                                           $    455      $    551
    Interest paid                                               $  1,031      $  1,139

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:

    840,000 shares of common stock issued as compensation
    for professional services rendered                          $119,200
    180,000 shares of common stock issued as compensation
    for professional services to be rendered                    $ 54,000



                       See notes to financial statements.

                                        5
</TABLE>
<PAGE>
                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (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
March 31, 2002 and December 31, 2001 (audited) and the results of operations for
the  three  months  ended  March  31, 2002 and 2001 and cash flows for the three
months  ended  March  31,  2002  and  2001.


     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, 2001, 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.

NOTE  2  -  GOING  CONCERN:

     As shown in the accompanying financial statements, the Company has incurred
a net operating loss of $14,612 for the three month period ending March 31, 2002
and  has  an  accumulated  deficit  of  $404,876 as of March 31, 2002 as well as
negative  working  capital.  The  ability  of the Company to continue as a going
concern is dependent on obtaining additional capital and financing and operating
at  a  profitable  level. Management is actively pursuing additional capital and
has  initiated  new distribution agreements with established distributors of its
products.  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  -  SHAREHOLDER:

     At  March  31,  2002 and December 31, 2001 the Company owed an aggregate of
$118,621  and  $105,337,  respectively  to one of its shareholders.  The loan is
non-interest  bearing  and  has  no  formal  repayment  terms.


NOTE  4  -  RELATED  PARTY  TRANSACTIONS:

     During  December  1998,  the  Company  initiated  sales  of  product  to  a
distributor.  Certain  members of management of the Company personally agreed to
provide financing and organizational   support to the distributor, although they
own  no  equity  in  it.  In exchange for the financial support, the distributor
agreed to provide experience, sales representatives, contacts and a full-service
operating  distribution  business including a warehouse for, but not limited to,
the  Company's  product.  The  shareholders  have  not  received  any  form  of
compensation  or  other  benefits  for  their  loans  and managerial assistance.
Management  believes  that  all  transactions  between  the  Company  and  the
distributor  are  at arm's length.  However, since there was economic dependence
by  the distributor upon management of the Company, sales to the distributor are
not  recognized  as revenue by the Company until the distributor ships the goods
to  its  customer.  During  March  2002,  this  distributor  ceased  operations.
Although  the Company has established relationships with additional distributors
in  anticipation  of  this event and the Company anticipates replacing the sales
volume with other distributors, it is uncertain at this time if the sales can be
totally  replaced.

                                        6

<PAGE>


NOTE  5  -  CAPITAL  STOCK:

     During  the year ended December 31, 2001, the Company issued 265,500 shares
of common stock upon exercise of outstanding common stock purchase warrants. The
Company  was  to receive $235,375 on exercise of such warrants which represented
the  exercise  price of $1.00 per share less direct offering costs of $3,575 and
less  $.10  per  share  which  was  required  to  be  paid to Southern Financial
Services,  Inc.  ("Southern"),  the  Company's  financial  consultant and escrow
agent.  To  date,  the Company has received only $92,275 in connection with such
exercise  and  78,000  shares  have  been recovered by a successor escrow agent.


     The  difference  between  the  amount  due and the amount received has been
recorded  as  equity  and a subscription receivable.  As funds are received from
liquidation  of  stock  in escrow and other recoveries, subscriptions receivable
will  be  reduced  until all recoveries have been made, at which time equity and
subscriptions  receivable  will  be  adjusted  accordingly.

     On  February  19, 2002, the Company signed a six month consulting agreement
with  a  financial services group to review and analyze the Company's formal and
informal  financial,  strategic  and business plans, prepare and update a formal
business  plan,  along  with  the  appropriate financial projections and perform
other  financial  services  requested  by  the  Company. Compensation is 330,000
shares  of  the  Company's  common  stock,  to  be paid as follows: 100,000 upon
execution  of  the  agreement, 75,000 shares on March 15, 2002, 75,000 shares on
May  15,  2002  and  80,000  shares on July 15, 2002. In March 2002, the Company
issued  330,000  registered  shares  of  common  stock  to  this  consultant  as
compensation for services rendered and to be rendered. The shares were valued at
$0.30 per share and the Company recorded $54,000 as unearned compensatory stock,
the  total  value  of  services  still  to  be  rendered.

     In  addition,  in  March  2002, the Company issued 690,000 shares of common
stock,  which were granted in 2001, to the Company's officers and consultants as
compensation  for  services rendered. These shares were valued at prices varying
from  $0.08  to  $0.16  per  share,  which were the prices at the time of grant.



                                        7

<PAGE>


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

Critical  Accounting  Policies  and  Estimates

          Our  financial  statements  have  been  prepared  in  accordance  with
accounting  principles  generally accepted in the United States of America.  The
preparation  of  these  financial  statements  requires  the  Company  to  make
significant  estimates and judgments that affect the reported amounts of assets,
liabilities,  revenues, expenses and related disclosure of contingent assets and
liabilities.  The  Company  evaluates  its estimates, including those related to
bad  debts,  inventories, contingencies and litigation on an ongoing basis.  The
Company  bases  its  estimates  on  historical  experience  and on various other
assumptions  that  are  believed  to  be reasonable under the circumstances, the
results  of  which form the basis for making judgments about the carrying values
of  assets  and  liabilities  that  are not readily apparent from other sources.
Actual  results  may  differ from these estimates under different assumptions or
conditions.

          The Company believes the following critical accounting policies, among
others,  involve  the  more  significant  judgments  and  estimates  used in the
preparation  of  our  financial  statements:

          The  Company  maintains allowances for doubtful accounts for estimated
losses  resulting from the inability of its customers to make required payments.
If  the  condition  of  our  customers  were  to  deteriorate,  resulting  in an
impairment  of  their  ability  to  make  payments, additional allowances may be
required.

          Inventories  are recorded at the lower of cost or market.  Write-downs
of  inventories  to market value are based upon contractual provisions governing
obsolescence,  as well as assumptions about future demand and market conditions.
If  assumptions  about  future demand change and/or actual market conditions are
less  favorable  than  those  projected by management, additional write-downs of
inventories  may be required and estimates are made regarding adjustments to the
cost  of  inventories.  Actual  amounts could be different from those estimated.


RESULTS  OF  OPERATIONS

     Net  sales  for  Icy Splash Food & Beverage, Inc. (the "Company") increased
6.8%,  from  $85,704  in the three months ended March 31, 2001 to $91,574 in the
three  months  ended  March 31, 2002.  For the three months ended March 31, 2002
sales  of  Icy  Splash  (TM)  Clear, Icy Splash (TM) Second Generation and other
manufacturers' products were 50.5%, 36.6% and 12.9%, respectively. For the three
months  ended  March  31,  2001  sales of Icy Splash (TM) Clear, Icy Splash (TM)
Second Generation and other manufacturers' products were 52.7%, 17.4% and 29.9%,
respectively.

     The  gross  profit  margin  increased to 32.0% in the first quarter of 2002
from  29.0%  in  the  first  quarter of 2001.  The increase in profit margin was
predominately caused by Management's decision to shift the sales mix toward more
sales of the higher margin products manufactured by the Company instead of other
manufacturers'  products.

     Selling  expenses  were $11,649 in the first three months of 2002, compared
with  $13,971  in  the  first  three  months  of 2001, 12.7% and 16.3% of sales,
respectively.  The  decrease  in  the  dollar  volume  and percentage of selling
expenses  in  2002 is due to the decision to focus on selling Icy Splash - Clear
to  established  markets.

     General  and administrative expenses were $31,238 in the first three months
of  2002,  compared  with  $29,421  in the first three months of 2001, 34.1% and
34.3%  of  sales,  respectively.  Management  has  continued its efforts to keep
administrative  costs  low  until  the  Company  raises  additional  capital.

                                          8
<PAGE>

     Professional  fees were $17,473 in the first three months of 2002, compared
with  $19,752  in  the  first  three  months  of 2001, 19.1% and 23.0% of sales,
respectively.

     Bad  debt expense was $4,753 for the first three months of 2002 versus $863
for  the  first  three months of 2001, 5.2% and 1.0% of sales, respectively. The
increase  is  a  one-time  occurance,  to  allow  for  an  old receivable from a
significant  distributor,  which  is  under  dispute  and may not be paid by the
distributor.  A  1% non-specific allowance has been made for the 2002 quarter as
well.

     Interest  expense  was  $1,031  for  the  first three months of 2002 versus
$1,139 for the first three months of 2001, 1.1% and 1.3% of sales, respectively.

     There  was a loss from operations for the first quarter of 2002 of $13,581,
compared with a loss of $18,510 for the first quarter of 2001, with an operating
loss  of  14.8%  of  sales for the first quarter of 2002 and 21.6% for the first
quarter  of  2001.  Net  loss  and  net loss as a percent of sales for the first
three  months  of 2002 were $14,612 and 16.0%, compared to $19,649 and 22.9% for
the  first  three  months  of  2000.


LIQUIDITY  AND  CAPITAL  RESOURCES

     Working capital increased $105,338 from December 31, 2001 to March 31, 2002
predominately from a $119,200 decrease of accrued liabilities due to issuance of
common  stock  for  services rendered, which had been accrued as of December 31,
2001.  We  are  however,  still  reflecting  negative  working  capital.

     Net  cash flow used by operating activities was $16,021 and $33,043 for the
first  quarters  of  2002  and  2001,  respectively.

     During  the  first  quarter of 2002,  the Company  borrowed  $39,885 from a
shareholder,  while  repaying $26,601  and during  the first  quarter of 2001 it
borrowed  $29,645  from  shareholder,  while  repaying  $0.

     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.

     While  the Company has no material capital commitments, we have experienced
losses  and  have  negative  cash flow from operating activities as of March 31,
2002.  There  is no assurance that we will be able to generate enough funds from
either operations or equity/debt financing to sustain the Company in the future.
However,  Management has hired a consulting firm to assist in strategic planning
for  capital  formation  and is optimistic about future efforts to raise equity.

                                         9
<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS:

     Not Applicable

ITEM  2.  CHANGES  IN  SECURITIES:

     Not Applicable

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES:

     Not  Applicable


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

     Not Applicable

ITEM  5.  OTHER  INFORMATION:

     Not Applicable

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K:

     (a)     Exhibits

3.1     Certificate  of  Incorporation  of  Icy  Splash(1)

3.2     By-Laws  of  Icy  Splash(1)

4.1     Specimen  Common  Stock  certificate  of  Icy  Splash(1)

10.1    Agreement  between  the  Company  and  Pinnacle  Capital,  LLC. (2)

10.2    Consulting  Agreement  between  Charles  Tokarz  and  Icy  Splash,
        dated  March  19,  1998(1)

11      Computation of Earnings Per Share

-----------
(1) Previously filed as an exhibit to our registration statement on Form 10-SB,
which  was  filed  on  May  21,  1999,  and  incorporated  herein  by  reference

(2) Previously filed as exhibit 10,1 to our annual report on Form 10-KSB filed
with the Commission on April 12, 2002 and incorporated herein by reference

     (b)     Reports  on  Form  8-K

     The Company did not file any Reports on Form 8-K during the period ended
March 31, 2002.

                                       10
<PAGE>

                                   SIGNATURES


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


Dated: May 20, 2002
                                     ICY  SPLASH  FOOD  &  BEVERAGE,  INC.

                          By:  /s/   Joseph  Aslan
                              ---------------------
                              Joseph  Aslan
                              President

                              /s/  Charles  Tokarz
                              ----------------------
                              Charles  Tokarz
                              Chief Financial Officer

                                       11
<PAGE>
EXHIBIT 11
                     STATEMENT  RE:  COMPUTATION  OF  EARNINGS  PER  SHARE


ICY  SPLASH  FOOD  AND  BEVERAGE,  INC.

STATEMENT  RE:  COMPUTATION  OF  EARNINGS  PER  SHARE
              (UNAUDITED)
<TABLE>
<CAPTION>

                                                    THREE  MONTHS ENDED MARCH 31,
                                                       2002             2001
                                                    -----------      -----------
<S>                                                     <C>             <C>

BASIC EARNINGS PER SHARE:

Net loss                                             $(14,612)       $(19,649)
                                                    -----------      -----------

Weighted average shares outstanding                  7,046,833       6,600,000
                                                    -----------      -----------

Basic earnings per share                             $      --       $      --
                                                    ===========      ===========
Diluted earnings per share:

Net loss                                             $ (14,612)      $ (19,649)
                                                    -----------      -----------

Weighted average and dilutive shares:
    Weighted average shares outstanding              7,046,833        6,600,000
    Dilutive shares (Antidilutive in 2002 & 2001)           --               --
                                                    -----------      -----------
                                                     7,046,833        6,600,000
                                                    -----------      -----------

Diluted earnings per share                           $      --        $      --
                                                    ===========      ===========


</TABLE>
<PAGE>