SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A


                                 Amendment No. 1


(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, 2003

( )      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 11,435,500 shares of the registrant's common stock outstanding
as of July 21, 2003.

     Transitional  Small  Business  Disclosure  Format        Yes  ___  No _X_


<PAGE>

<TABLE>
<CAPTION>
                                          INDEX
<S>                                                                                         <C>
PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

      a)    Balance Sheets as of June 30, 2003 (unaudited) and December 31, 2002            3.

      b)    Statements of Operations for the three and six months ended June 30,
            2003 and 2002 (unaudited)                                                       4.

      c)    Statements of Cash Flows for the six months ended June 30, 2003 and
            2002 (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.

ITEM 3. CONTROLS AND PROCEDURES                                                             10.

PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                    11.

     a) EXHIBITS                                                                            11.

     b) REPORTS ON FORM 8-K                                                                 11.

SIGNATURES                                                                                  11.
</TABLE>


<PAGE>


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS

                                   - ASSETS -
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  June 30, December 31,
                                                                    2003         2002
                                                                  ---------    ----------
<S>                                                               <C>          <C>
CURRENT ASSETS:

  Cash                                                            $   6,974    $  15,069
  Accounts receivable, net of allowance for doubtful accounts of
   $5,831 and $1,325 for June 30, 2003 and December 31, 2002,
   respectively                                                     116,390       11,368
  Inventory                                                          86,516       57,324
                                                                  ---------    ---------

TOTAL CURRENT ASSETS                                                209,880       83,761
                                                                  ---------    ---------
FIXED ASSETS:
  Production equipment                                                2,600        2,600
  Warehouse equipment                                                 5,000        5,000
  Office equipment                                                   15,301       14,749
                                                                  ---------    ---------
                                                                     22,901       22,349
  Less: accumulated depreciation                                     20,083       18,333
                                                                  ---------    ---------
                                                                      2,818        4,016
                                                                  ---------    ---------
                                                                  $ 212,698    $  87,777
                                                                  =========    =========

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-

CURRENT LIABILITIES:
  Note  payable                                                   $     --     $  65,000
  Accounts payable                                                   95,306       47,642
  Accrued expenses and other current liabilities                      9,406        3,889
  Shareholder's loans                                               193,592       59,297
  Related party loans                                                37,285       37,285
  Income taxes payable                                                  229          456
                                                                  ---------    ---------

TOTAL CURRENT LIABILITIES                                           335,818      213,569
                                                                  ---------    ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Preferred stock, $.001 par value, 1,000,000 shares authorized,
    zero shares issued and outstanding for 2003 and 2002                --          --
  Common stock, $.001 par value, 50,000,000 shares authorized,
    11,435,500 shares issued and outstanding at
    June 30,2003 and December 31, 2002                                11,436      11,436
  Additional paid-in capital                                         854,488     854,488
  Accumulated deficit                                               (909,782)   (912,454)
  Unearned compensatory stock                                        (66,000)    (66,000)
  Stock subscription receivable                                      (13,262)    (13,262)
                                                                   ---------   ---------
                                                                    (123,120)   (125,792)
                                                                   ---------   ---------

                                                                   $ 212,698   $  87,777
                                                                   =========   =========
</TABLE>


                       See notes to financial statements.


                                     Page 3.

<PAGE>

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


<TABLE>
<CAPTION>
                                          Three Months Ended      Six Months Ended
                                               June 30,               June 30,
                                        ---------------------  ---------------------
                                           2003       2002        2003       2002
                                        ----------  ---------  ----------  ---------
<S>                                     <C>         <C>        <C>         <C>
NET SALES                               $ 225,498   $182,416   $ 426,100   $264,149
COST OF SALES                             170,671    124,581     305,195    186,849
                                        ----------  ---------  ----------  ---------

GROSS PROFIT                               54,827     57,835     120,905     77,300
                                        ----------  ---------  ----------  ---------

OPERATING EXPENSES:
  Selling expenses                          6,247      6,730      10,168      8,257
  General and administrative expenses      54,323     46,237     106,039     77,755
                                        ----------  ---------  ----------  ---------
                                           60,570     52,967     116,207     86,012
                                        ----------  ---------  ----------  ---------
INCOME (LOSS) FROM OPERATIONS              (5,743)     4,868       4,698     (8,712)

OTHER EXPENSES:
Interest expense                           (1,020)    (1,072)     (2,026)    (2,103)
                                        ----------  ---------  ----------  ---------

INCOME (LOSS) BEFORE TAXES                 (6,763)     3,796       2,672    (10,815)

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

NET INCOME (LOSS)                         $(6,763)  $  3,796   $   2,672   $(10,815)
                                        ==========  =========  ==========  =========

INCOME (LOSS) PER SHARE:
Basic                                   $       -   $      -   $       -   $      -
                                        ==========  =========  ==========  =========
Diluted                                 $       -   $      -   $       -   $      -
                                        ==========  =========  ==========  =========
</TABLE>


                       See notes to financial statements.


                                     Page 4.

<PAGE>

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


<TABLE>
<CAPTION>
                                                                  For the Six Months
                                                                    Ended June 30,
                                                                  2003          2002
                                                               ---------     ---------
<S>                                                              <C>         <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                              $ 2,672     $ (10,815)
  Adjustments to reconcile net income (loss)
   to net cash used by operating activities:
    Depreciation                                                   1,750         1,500
    Provision for bad debts                                        4,506         6,772
    Stock issued for services                                        --        126,700
    Changes in assets and liabilities:
    (Increase) in accounts receivable                           (109,528)       (9,544)
    (Increase) decrease in inventories                           (29,192)       19,538
    Increase (decrease) in accounts payable                       47,665       (18,853)
    Increase (decrease) in accrued expenses
      and other current liabilities                                5,289      (118,705)
                                                               ---------     ---------

      Net cash used by operating activities                      (76,838)       (3,407)
                                                               ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                       (552)         --
                                                               ---------     ---------
     Net cash (used in) investing
      activities                                                    (552)         --
                                                               ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from related party loan                                 --         48,500
    Repay note payable                                           (65,000)          --
    Proceeds from shareholder's loans                            164,498        39,985
    Repayments of shareholder's loans                            (30,203)      (85,911)
                                                               ---------     ---------
      Net cash provided by financing activities                   69,295         2,574
                                                               ---------     ---------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                      (8,095)         (833)


  Cash and cash equivalents, at beginning of year                 15,069         3,968
                                                               ---------     ---------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                    $   6,974     $   3,135
                                                               =========     =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash during the period for:
    Income taxes paid                                           $    455      $    455
    Interest paid                                               $  2,026      $  2,103

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:

    865,000 shares of common stock issued as compensation
    for professional services rendered                          $   --        $126,700
    155,000 shares of common stock issued as compensation
    for professional services to be rendered                    $   --        $ 46,500
</TABLE>


                       See notes to financial statements.


                                     Page 5.

<PAGE>


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2003
                                   (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 June 30, 2003
and December 31, 2002 (audited) and the results of operations for the three and
six months ended June 30, 2003 and 2002 and cash flows for the six months ended
June 30, 2003 and 2002.

     The results of operations for the three and six months ended June 30, 2003
and 2002 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, 2002, 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.

Certain reclassifications have been made in the June 30, 2002 financial
statements to conform to the current fiscal year presentation.

NOTE  2  -  GOING  CONCERN:

     As shown in the accompanying financial statements, while the Company has a
net operating profit of $2,672 for the six month period ending June 30, 2003, it
has an accumulated deficit of $909,782 as of June 30, 2003 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 June 30, 2003 and December 31, 2002 the Company owed an aggregate of
$193,592 and $59,297, respectively to one of its shareholders. The loan is
non-interest bearing and has no formal repayment terms. During the second
quarter of 2003, the shareholder paid a $65,000 note payable to a bank on behalf
of the Company. The payment was recorded as an increase to the shareholder's
loan.

NOTE  4  -  RELATED  PARTY  TRANSACTIONS:

(a)     The Company has transactions with one corporate entity owned by one of
        the Company's shareholders:

During September 1999, the Company initiated sales of product to this
corporation which is owned by one of the Company's shareholders. For the year
ended December 31, 2002, approximate sales to the distributor and accounts
receivable were $34,420 and $0, respectively. There were no sales for the six
months ended June 30, 2003.

Since the third quarter of 2002, the Company has borrowed from this corporation
which is owned by one of the Company's shareholders. The loan outstanding is
$37,285 at June 30, 2003. This loan which is unsecured and non-interest bearing
is payable upon demand. Accordingly, it has been reflected as a current
liability on the Company's balance sheet.


                                     Page 6.

<PAGE>


NOTE 4 - RELATED PARTY TRANSACTIONS (cont):

During the third quarter of 2002, the Company issued 2,000,000 shares of common
stock to the corporation which is owned by one of the Company's shareholders.
The stock issuance was compensation for consulting, marketing, distribution and
product development assistance services rendered (see Note 5).

(b)     During the third quarter of 2002, the Company issued 200,000 shares of
        common stock to a related party for marketing and consulting services.
        (see Note 5).

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 were required to be paid to Southern Financial
Services, Inc. ("Southern"), the Company's financial consultant and escrow
agent. To date, the Company received only $92,275 in connection with such
exercise and 78,050 shares have been recovered by a successor escrow agent. At
December 31, 2001 the difference between the amount due and the amount received
had been recorded as equity and a subscription receivable. As funds are received
from recoveries, subscriptions receivable will be reduced until all recoveries
have been made, at which time equity and subscriptions receivable will be
adjusted accordingly. As of December 31, 2002 it appears that recoveries will be
limited to the sale of shares held in escrow. During 2002, 25,000 of the shares
held in escrow were transferred to an internet information vendor to provide
information about the Company to investors. At December 31, 2002 the 53,050
shares remaining in escrow were written-down to $0.25 per share to reflect the
market value of the common stock at that time.

On February 19, 2002, the Company signed a nine 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. At June 30, 2003, with the agreement of the financial services
group, 80,000 shares of stock, recorded as $24,000 of unearned compensatory
stock, was still held by the Company for the total value of services still to be
rendered.

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 market prices at the time of grant.

During the third quarter of 2002, the Company issued 2,000,000 Section 144
restricted common shares of stock for services rendered to a corporation which
is owned by one of the Company's shareholders. The shares were valued at $.14
per share, the market price at the time of the grant.

Additionally, during the third quarter of 2002, 350,000 Section 144 restricted
shares of common stock were issued to an entity and 200,000 Section 144
restricted shares of common stock were issued to a related party, for marketing
and financial consulting services pursuant to verbal consulting agreements
entered into by the Company. The consulting agreements have no specific terms
and can be terminated by either party at any time. The total 350,000 shares
issued to the entity, which were valued at $.12 per share, are being held in
escrow by management until certain performance criteria are met.

During the third quarter of 2002, 1,000,000 shares of Section 144 restricted
common stock were issued to an individual for $60,000.


                                     Page 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 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
23.6%, from $182,416 in the three months ended June 30, 2002 to $225,498 in the
three months ended June 30, 2003, and increased 61.3%, from $264,149 in the six
months ended June 30, 2002 to $426,100 in the six months ended June 30, 2003.
For the three months ended June 30, 2003 gross sales of Icy Splash (TM) Clear,
Icy Splash (TM) Second Generation and other manufacturers' products, before
price discounts and other sales incentives, were 44.1%, 0% and 55.9%,
respectively. For the three months ended June 30, 2002 gross sales of Icy Splash
(TM) Clear, Icy Splash (TM)Second Generation and other manufacturers' products,
before price discounts and other sales incentives, were 95.4%, 0% and 4.6%,
respectively. For the six months ended June 30, 2003 gross sales of Icy Splash
(TM) Clear, Icy Splash (TM) Second Generation and other manufacturers' products,
before price discounts and other sales incentives, were 46.0%, 0% and 54.0%,
respectively. For the six months ended June 30, 2002 gross sales of Icy Splash
(TM) Clear, Icy Splash (TM)Second Generation and other manufacturers' products,
before price discounts and other sales incentives, were 78.6%, 2.4% and 19.0%,
respectively. The increase in sales and increase in sales mix for other
manufacturers' products is a result of managements decision during the third
quarter of 2002 to engage a number of selling/marketing entities to promote and
distribute the Company's products and to increase the products available for
distribution. During November 2002, two employees were hired to physically
distribute products in the New York City area. Managements decision to suspend
sales of Icy Splash Second Generation was due to the inability to raise funds to
produce adequate quantities of the lower margin product. The Company plans to
re-launch the second generation in the future. The increase of other
manufacturers' products of $129,621 for the three months ended June 30, 2003
versus the same three month period last year and $197,224 for the six months
ended June 30, 2003 versus the same six month period last year is predominately
due to new product lines added to local distribution. The new items are less
seasonal than soft drinks and should help to lessen the effect of seasonal
sales.


                                     Page 8.

<PAGE>


     The gross profit margin was 24.3% in the second quarter of 2003 versus
31.7% in the second quarter of 2002, and 28.4% in the first six months of 2003
versus 29.3% in the first six months of 2002.

     Selling expenses were $6,247 in the second quarter of 2003, compared with
$6,730 in the second quarter of 2002, 2.8% and 3.7% of sales, respectively, and
$10,168 in the first six months of 2003, compared with $8,257 in the first six
months of 2002, 2.4% and 3.13% of sales, respectively.

 General and administrative expenses were $54,323 in the second quarter of 2003,
compared with $46,237 in the second quarter of 2002, 21.8% and 22.3% of sales,
respectively, and $106,039 in the six months ended June 30, 2003, compared with
$77,755 in the six months ended June 30, 2002, 22.6% and 26.0% of sales,
respectively. Management has continued its efforts to keep administrative costs
low until the Company raises additional capital.

     Professional fees were $10,193 in the second quarter of 2003, compared with
$20,106 in the second quarter of 2002, 4.1% and 9.7% of sales, respectively, and
$25,011 for the six months ended June 30, 2003, compared with $37,579 for the
six months ended June 30, 2002, 5.3% and 12.6% of sales, respectively. Vehicle
expenses were $1,528 in the second quarter of 2003, compared with $1,769 in the
second quarter of 2002, 0.6% and 0.9% of sales, respectively, and $5,127 for the
six months ended June 30, 2003, compared with $2,078 for the six months ended
June 30 ,2002, 1.1% and 0.7% of sales, respectively. Payroll expenses were
$10,295 for the second quarter of 2003, compared with $0 in the second quarter
of 2002, 4.1% and 0% of sales,respectively, and $15,493 for the first six months
of 2003, compared with $0 for the first six months of 2002, 3.3% and 0% of
sales, respectively. Both vehicle and payroll expenses are a reflection of
management's decision to distribute a larger variety of products, with some
local distribution. Additionally, management has started paying an
administrative employee and an office as cash from profitable operations is
available. Previously, they were paid with common stock.

     Bad debt expense was $2,489 for the second quarter of 2003 versus $2,020
for the second quarter of 2002, 1.0% and 1.0% of sales, respectively. Bad debt
expense was $4,506 for the six months ended June 30, 2003 versus $3,772 for the
six months ended June 30, 2002, 1.0% and 1.3% of sales, respectively.

     Interest expense was $1,020 for the second quarter of 2003 versus $1,072
for the second quarter of 2002, 0.4% and 0.5% of sales, respectively, and $2,026
for the six months ended June 30, 2003 versus $2,103 for the six months ended
June 30, 2002, 0.4% and 0.7% of sales, respectively.

     There was a loss from operations for the second quarter of 2003 of $5,743,
compared with a profit of $4,868 for the second quarter of 2002, with an
operating loss percentage of 2.3% of sales for the second quarter of 2003 and an
operating profit percentage of 2.4% for the second quarter of 2002. There was a
profit from operations for the six months ended June 30, 2003 of $4,698,
compared with a loss of $8,712 for the six months ended June 30, 2002, with an
operating profit of 1.0% for the six months ended June 30, 2003 and an operating
loss of 2.9% for the six months ended June 30, 2002. Net profit (loss) and net
profit (loss) as a percent of sales for the second quarter of 2003 were $(6,763)
and (2.7%), compared to $3,796 and 1.8% for the second quarter of 2002. Net
profit (loss) and net profit (loss) as a percent of sales for the six months
ended June 30, 2003 were $2,672 and 0.6% compared to $(10,815) and (3.6%) for
the six months ended June 30, 2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Working capital increased $3,861 from December 31, 2002 to June 30, 2003.

     Net cash flow used by operating activities was $76,838 and $3,407 for the
six months ended June 30, 2003 and 2002, respectively.

     During the first six months of 2003, the Company purchased $552 of fixed
assets.


                                     Page 9.

<PAGE>


     During the first six months of 2003, the Company borrowed $164,498 from a
shareholder, while repaying $30,203 and during the first six months of 2002 it
borrowed $39,985 from a shareholder, while repaying $85,911. Of the $164,498
borrowed from a shareholder during the first six months of 2003, $65,000
reflected the pay off of a bank note payable by the shareholder.

     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 June 30,
2003. 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.


ITEM  3.     CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

     Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to the Securities Exchange
Act of 1934.

     Rule 13a - 14. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in the Company's periodic SEC
filings.

(b) Changes in internal control.

        Not  applicable.


                           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


                                    Page 10.

<PAGE>


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




31.1  Certification by Chief Executive Officer pursuant to Sarbanes-Oxley
      Section 302.

31.2  Certification by Chief Financial Officer pursuant to Sarbanes-Oxley
      Section 302.

32.1  Certification by Chief Executive Officer pursuant to 18 U.S. C. Section
      1350.

32.2  Certification by Chief Financial Officer pursuant to 18 U.S. C. Section
      1350.


----------------
(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 15, 2003 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
June 30, 2003.

                                   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: April 14, 2004


                          ICY  SPLASH  FOOD  &  BEVERAGE,  INC.

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

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


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