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

                                   ----------

                                   Form 10-QSB

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

                  For the quarterly period ended March 31, 2000

                                       OR

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

            For the transition period from ___________ to ___________

                                   ----------

                         Commission file number 0-26155

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


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


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


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

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

Yes [X]  No [ ]

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date:  6,600,000 shares of common
stock as of May 1, 2000.


     Transitional Small Business Disclosure Format (check one)

Yes [ ]  No [X]


<PAGE>



                                      INDEX

PART I FINANCIAL INFORMATION

     ITEM 1.   FINANCIAL STATEMENTS

               a)   Balance  Sheets as of March 31,  2000  (unaudited)
                    and December 31, 1999 ...............................      3

               b)   Statements  of  Operations  for the  three  months
                    ended March 31, 2000 and 1999 (unaudited) ...........      4

               c)   Statements  of Cash  Flows  for the  three  months
                    ended March 31, 2000 and 1999 (unaudited) ...........      5

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

               e)   Independent Accountants' Review Report ..............      7


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


PART II OTHER INFORMATION

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

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

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



<PAGE>

PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS


                  ICY SPLASH FOOD AND BEVERAGE, INC.
                            BALANCE SHEETS


<TABLE>
<CAPTION>
                              - ASSETS -
                                                                  March 31,   December 31,
                                                                    2000         1999
                                                                  ---------   ------------
                                                                 (Unaudited)
<S>                                                               <C>          <C>
CURRENT ASSETS:
Cash                                                              $  11,065    $   3,802
Accounts receivable, net of allowance for doubtful accounts of
   $3,000 and $2,000 for March 31 and December 31, respectively      71,942       96,529
Notes receivable                                                      1,485        1,485
Inventory                                                           121,578      129,147
Prepaid expenses                                                     22,945       17,970
Deferred taxes                                                       13,000       13,000
                                                                  ---------    ---------

TOTAL CURRENT ASSETS                                                242,015      261,933
                                                                  ---------    ---------

FIXED ASSETS:
Warehouse equipment                                                   5,000        5,000
Office equipment                                                     14,749       12,279
                                                                  ---------    ---------
                                                                     19,749       17,279
Less: accumulated depreciation                                        8,933        8,033
                                                                  ---------    ---------
                                                                     10,816        9,246
                                                                  ---------    ---------

                                                                  $ 252,831    $ 271,179
                                                                  =========    =========

               - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
Notes payable                                                     $  65,000    $  65,000
Accounts payable                                                     54,639       78,157
Accrued expenses and other current liabilities                       18,908       21,279
Shareholders' loans                                                  31,725          850
Income taxes payable                                                    395          680
                                                                  ---------    ---------

TOTAL CURRENT LIABILITIES                                           170,667      165,966
                                                                  ---------    ---------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred stock, $.001 par value, 1,000,000 shares authorized,
zero shares issued and outstanding for 2000 and 1999                   --           --
Common stock, $.001 par value, 50,000,000 shares authorized,
6,600,000 shares issued and outstanding                               6,600        6,600
Additional paid-in capital                                          174,587      174,587
Accumulated deficit                                                 (99,023)     (75,974)
                                                                  ---------    ---------
                                                                     82,164      105,213
                                                                  ---------    ---------

                                                                  $ 252,831    $ 271,179
                                                                  =========    =========
</TABLE>


                  See notes to financial statements.


                                  3
<PAGE>

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


                                                   Three Months Ended March 31,
                                                      2000            1999
                                                    ---------      ---------

NET SALES                                           $ 126,503      $ 114,234

COST OF SALES                                         100,258         81,499
                                                    ---------      ---------

GROSS PROFIT                                           26,245         32,735
                                                    ---------      ---------

OPERATING EXPENSES:
Selling expenses                                       23,473         15,330
General and administrative expenses                    24,572         13,315
                                                    ---------      ---------
                                                       48,045         28,645
                                                    ---------      ---------

(LOSS) INCOME FROM OPERATIONS                         (21,800)         4,090

OTHER EXPENSES:
Interest expense                                       (1,079)        (1,625)
                                                    ---------      ---------


(LOSS) INCOME BEFORE TAXES                            (22,879)         2,465

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

NET (LOSS) INCOME                                   $ (23,049)     $   1,785
                                                    =========      =========

EARNINGS (LOSS) PER SHARE:

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


                  See notes to financial statements.


                                  4
<PAGE>

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


                                                          For the Three Months
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:            Ended March 31,
                                                           2000          1999
                                                         --------      --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                        $(23,049)     $  1,785
Adjustments to reconcile net (loss)
 income to net cash used in operating
 activities:
Depreciation                                                  900           750
Provision for bad debts                                     1,000          --
Changes in assets and liabilities:
Decrease in accounts receivable                            23,587        16,924
Decrease (increase) in inventories                          7,569        (7,895)
(Increase) in prepaid expenses                             (4,975)       (6,680)
(Decrease) in accounts payable                            (23,518)      (20,297)
(Decrease) increase in accrued expenses
 and other current liabilities                             (2,656)        1,203
                                                         --------      --------
Net cash used by operating activities                     (21,142)      (14,210)
                                                         --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                   (2,470)       (2,885)
Repayments of note receivable                                --             500
                                                         --------      --------
Net cash used in investing activities                      (2,470)       (2,385)
                                                         --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholders loans                           30,875        13,000
                                                         --------      --------
Net cash provided  by financing activities                 30,875        13,000
                                                         --------      --------


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        7,263        (3,595)


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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD              $ 11,065      $ 16,719
                                                         ========      ========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash during the period for:
Income taxes paid                                        $    455      $   --
Interest paid                                            $  1,079      $   --





                  See notes to financial statements.


                                       5
<PAGE>


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  MARCH 31,2000
                                   (UNAUDITED)



NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

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

     The results of  operations  for the three  months  ended March 31, 2000 and
     1999 are not  necessarily  indicative of the results to be expected for the
     full year.

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

NOTE 2 - SHAREHOLDERS' LOANS:

     At March 31, 2000 and  December  31, 1999 the Company  owed an aggregate of
     $31,725  and $850,  respectively  to one of its  shareholders.  The loan is
     non-interest bearing and has no formal repayment terms.



                                       6
<PAGE>


                  REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS
                  ---------------------------------------------


Board of Directors
Icy Splash Food and Beverage, Inc.


We have reviewed the  accompanying  financial  statements of Icy Splash Food and
Beverage,  Inc. as of March 31, 2000, and for the three-month period then ended.
These financial statements are the responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.



                                             /s/ LAZAR LEVINE & FELIX LLP
                                             ----------------------------
                                             LAZAR LEVINE & FELIX LLP

New York, New York
May 4, 2000


                                       7
<PAGE>


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

RESULTS OF OPERATIONS

     Net sales for Icy Splash Food & Beverage,  Inc. (the  "Company")  increased
10.7%, from $114,234 in the three months ended March 31, 1999 to $126,503 in the
three months ended March 31, 2000. The increase reflects the introduction of new
beverage products manufactured by other companies.  While sales of the Company's
in-house  brands,  Icy  Splash  - Clear  and Icy  Splash  -  Second  Generation,
decreased  from  $114,234  in the first  three  months of 1999 to $33,418 in the
first three months of 2000, sales of other  manufacturers'  beverages  increased
from $0 in 1999 to $93,085 in 2000. Although sales of other  manufacturers' food
and   beverage   products   are  part  of  the   Company's   business   plan,  a
disproportionately  large percentage of other manufacturers'  products were sold
in the first quarter of 2000. There were two reasons: opportunities to establish
relationships  with  other  distributors/manufacturers  and  payment  terms  for
purchase of other  products more  favorable to the Company than its  co-packers'
terms to produce Icy Splash products.

     The gross profit  margin  decreased  to 20.8% in the first  quarter of 2000
from  28.7% in the first  quarter of 1999.  The  decrease  in profit  margin was
predominately  caused by the  disproportionately  large  percentage  of sales of
other  manufacturers'  products.  Management  anticipates  a  product  sales mix
significantly  weighted  towards the Company's own products for the remainder of
2000 and, consequently, a more favorable gross profit.

     Selling  expenses were $23,473 in the first three months of 2000,  compared
with  $15,330  in the  first  three  months  of 1999,  18.6% and 13.4% of sales,
respectively.  The  increase  in the  dollar  volume and  percentage  of selling
expenses in 2000 is due to the increase in sales volume and the  introduction of
new products.

     General and administrative  expenses were $24,572 in the first three months
of 2000,  compared  with  $13,315 in the first three  months of 1999,  19.4% and
11.7% of sales,  respectively.  Both the amount and  percentage of expenses have
increased as the Company is positioning itself for higher sales volume after the
anticipated raising of equity through the exercise of warrants and sale of stock
during 2000. The following items  specifically  explain the increased  activity.
Rent was $1,200 in the first three months of 2000,  compared  with $1,079 in the
first three months of 1999,  0.9% and 0.9% of sales,  respectively.  The Company
moved  into a better  equipped  office in  January  2000.  While the 1999  first
quarter rent expense was a one-time  expense for equipment  rental,  office rent
will continue in 2000.  Professional  fees were $9,625 in the first three months
of 2000,  compared with $4,454 in the first three months of 1999,  7.6% and 3.9%
of sales, respectively. Telephone expenses were $2,996 in the first three months
of 2000,  compared with $2,050 in the first three months of 1999,  2.4% and 1.8%
of sales,  respectively.  Travel and  entertainment  expenses were $1,971 in the
first three  months of 2000,  compared  with $237 in the first  three  months of
1999, 1.6% and 0.2% of sales, respectively.

     Bad debt  expense was $1,000 for the first  three  months of 2000 versus $0
for the first three months of 1999, 0.8% and 0% of sales, respectively,  because
there was no estimate for bad debt expense during the first quarter of 1999. The
Company  anticipates  continuing  favorable  bad debt expense as a percentage of
sales for 2000 due to the quality of its current distributors (customers).



                                       8
<PAGE>


     There was a loss from  operations for the first quarter of 2000 of $21,800,
compared  with a profit  of  $4,090  for the  first  quarter  of  1999,  with an
operating margin of (17.2%) for the first quarter of 2000 and 3.6% for the first
quarter of 1999.  Net income  (loss) and net income (loss) as a percent of sales
for the first  three  months of 2000 were  ($23,049)  and  (18.2%),  compared to
$1,785 and 1.6% for the first three months of 1999.

     Interest  expense  decreased  from $1,625 to $1,079 in the first quarter of
2000 versus the first quarter of 1999,  because the Company refinanced a $65,000
note on June 30, 1999 at a more favorable interest rate.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital  decreased $24,619 from December 31, 1999 to March 31, 2000
predominately from the net loss in the first quarter of 2000.

     Net cash flow used by operating  activities was $21,142 and $14,210 for the
first quarters of 2000 and 1999,  respectively,  reflecting the least  favorable
quarter of the year (January  through  March) for selling soft drink  beverages,
because of colder weather in the Company's market area.

     The Company  purchased $2,470 of fixed assets during the first three months
of 2000 and $2,885 during the first three months of 1999.

         During the first  quarter of 2000,  the Company  borrowed  $30,875 from
shareholders  and during  the first  quarter of 1999 it  borrowed  $13,000  from
shareholders.

         The  Company  believes  that  its cash  flow  from  operations  will be
sufficient  to meet its  financing  requirements  for at least  the next  twelve
months of operations.



                                       9
<PAGE>



PART II   OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          a)   Exhibit 11 - Computation of Earnings Per Share

               Exhibit 27 - Financial Data Schedule

          b)   Reports on Form 8-K

               The Company  did not file any Current  Reports on Form 8-K during
               the three month period ended March 31, 2000



                                       10
<PAGE>

                                   SIGNATURES

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


                                        ICY SPLASH FOOD & BEVERAGE, INC.

May 12, 2000                            By: /s/ Joseph Aslan
                                            ----------------------------
                                            Joseph Aslan,
                                            President




                                       11