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 June 30, 2004

|_|      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) 272-2765
                            -------------------------
                            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 15, 2004.

     Transitional Small Business Disclosure Format          Yes  |_|  No |X|

<PAGE>

                                      INDEX

PART I     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

     a)     Balance Sheets as of June 30, 2004
            (unaudited) and December 31, 2003                            3.

     b)     Statements of Operations for the three and
            2004 and 2003 (unaudited)                                    4.

     c)     Statements of Cash Flows for the
            six months ended June 30, 2004 and 2003 (unaudited)          5.

     d)     Notes to Financial Statements (unaudited)                    6.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                       7. 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

SIGNATURES                                                              12.

<PAGE>

PART  I:  FINANCIAL  INFORMATION

ITEM  1:  FINANCIAL  STATEMENTS

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS

                                   - ASSETS -

<TABLE>
<CAPTION>
                                                                        June 30,       December 31,
                                                                         2004              2003
                                                                       ---------        ---------
                                                                      (Unaudited)
<S>                                                                    <C>              <C>
CURRENT ASSETS:
  Cash                                                                 $ 111,208        $   2,688
  Accounts receivable, net of allowance for doubtful accounts of
   $14,898 and $8,479 for June 30, 2004 and December 31, 2003,
   respectively                                                           88,979           38,784
  Inventory                                                              249,846          107,539
                                                                       ---------        ---------

TOTAL CURRENT ASSETS                                                     450,033          149,011
                                                                       ---------        ---------
FIXED ASSETS:
  Production equipment                                                     2,600            2,600
  Warehouse equipment                                                      5,000            5,000
  Office equipment                                                        15,301           15,301
                                                                       ---------        ---------
                                                                          22,901           22,901
  Less: accumulated depreciation                                          22,033           21,833
                                                                       ---------        ---------
                                                                             868            1,068
                                                                       ---------        ---------
Other assets                                                               3,000            3,000
                                                                       ---------        ---------
                                                                       $ 453,901        $ 153,079
                                                                       =========        =========

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-

CURRENT LIABILITIES:
  Accounts payable                                                     $  83,396        $  93,535
  Accrued expenses and other current liabilities                           7,210            3,552
  Shareholders' loans                                                    527,845          193,765
  Income taxes payable                                                       685              457
                                                                       ---------        ---------

TOTAL CURRENT LIABILITIES                                                619,136          291,309
                                                                       ---------        ---------

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 and 11,430,600 shares issued and outstanding on
    June 30, 2004 and December 31, 2003, respectively                     11,436           11,431
  Additional paid-in capital                                             871,886          869,441
  Accumulated deficit                                                   (982,557)        (953,102)
  Unearned compensatory stock                                            (66,000)         (66,000)
                                                                       ---------        ---------

                                                                        (165,235)        (138,230)
                                                                       ---------        ---------

                                                                       $ 453,901        $ 153,079
                                                                       =========        =========
</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,
                                               ---------------------            ---------------------
                                               2004            2003              2004            2003
                                            ---------        ---------        ---------        ---------
<S>                                         <C>              <C>              <C>              <C>
NET SALES                                   $ 423,631        $ 225,498        $ 629,346        $ 426,100
COST OF SALES                                 352,935          170,671          489,000          305,195
                                            ---------        ---------        ---------        ---------

GROSS PROFIT                                   70,696           54,827          140,346          120,905
                                            ---------        ---------        ---------        ---------

OPERATING EXPENSES:
  Selling expenses                             47,364           20,822           69,031           40,776
  General and administrative expenses          60,976           39,634          100,542           75,203
                                            ---------        ---------        ---------        ---------
                                              108,340           60,456          169,573          115,979
                                            ---------        ---------        ---------        ---------
(LOSS) PROFIT FROM OPERATIONS                 (37,644)          (5,629)         (29,227)           4,926

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

(LOSS) PROFIT BEFORE TAXES                    (37,644)          (6,649)         (29,227)           2,900

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

NET (LOSS) INCOME                           $ (37,758)       $  (6,763)       $ (29,455)       $   2,672
                                            =========        =========        =========        =========

EARNINGS 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 31,
                                                             2004            2003
                                                           ---------        ---------
<S>                                                        <C>              <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                        $ (29,455)       $   2,672
  Adjustments to reconcile net (loss) income
   to net cash used by operating activities:
    Depreciation                                                 200            1,750
    Provision for bad debts                                    6,419            4,506
    Stock issued for services                                  2,450               --
    Changes in assets and liabilities:
    (Increase) in accounts receivable                        (56,615)        (109,528)
    (Increase) in inventories                               (142,307)         (29,192)
    (Decrease) increase in accounts payable                  (10,139)          47,665
    Increase in accrued expenses
      and other current liabilities                            3,887            5,289
                                                           ---------        ---------
      Net cash used by operating activities                 (225,560)         (76,838)
                                                           ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                     --             (552)
                                                           ---------        ---------
     Net cash (used in) investing
      activities                                                  --             (552)
                                                           ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from shareholder's loans                        375,642          164,498
    Repayments of shareholder's loans                        (41,562)         (30,203)
    Repayment of note payable                                     --          (65,000)
                                                           ---------        ---------
      Net cash provided by financing activities              334,080           69,295
                                                           ---------        ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         108,520           (8,095)

  Cash and cash equivalents, at beginning of year              2,688           15,069
                                                           ---------        ---------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                $ 111,208        $   6,974
                                                           =========        =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash during the period for:
    Income taxes paid                                      $     455        $     455
    Interest paid                                          $      --        $   2,026
</TABLE>

                       See notes to financial statements.


                                     Page 5
<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (UNAUDITED)

NOTE 1 - 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, 2004
and December 31, 2003 (audited) and the results of operations for the three
months and six months ended June 30, 2004 and 2003 and cash flows for the six
months ended June 30, 2004 and 2003.

The results of operations for the three months and six months ended June 30,
2004 and 2003 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, 2003, 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, 2003 financial
statements to conform to the current fiscal year presentation.

NOTE 2 - GOING CONCERN:

     As shown in the accompanying financial statements, the Company has a net
operating loss of $29,455 for the six month period ending June 30, 2004 and an
accumulated deficit of $982,557 as of June 30, 2004 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 - SHAREHOLDERS:

     At June 30, 2004, the Company owed an aggregate of $527,845 to three of its
shareholders and on December 31, 2003 an aggregate of $193,765 to one of its
shareholders. The loans are non-interest bearing and have no formal repayment
terms. During the second quarter of 2003, a 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.


                                     Page 6
<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 87.9%, from $225,498 in the three months ended June 30, 2003 to
$423,631 in the three months ended June 30, 2004, and increased 47.7%, from
$426,100 in the six months ended June 30, 2003 to $629,346 in the six months
ended June 30, 2004.
For the three months ended June 30, 2004 gross sales of Icy Splash (TM) Clear
and other manufacturers' products, before price discounts and other sales
incentives, were 20.5% and 79.5%, respectively. For the three months ended June
30, 2003 gross sales of Icy Splash (TM) Clear and other manufacturers' products,
before price discounts and other sales incentives, were 44.1% and 55.9%,
respectively. For the six months ended June 30, 2004 gross sales of Icy Splash
(TM) Clear and other manufacturers' products, before price discounts and other
sales incentives, were 22.9% and 77.1%, respectively. For the six months ended
June 30, 2003 gross sales of Icy Splash (TM) Clear and other manufacturers'
products, before price discounts and other sales incentives, were 46.0% and
54.0%, 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. The increase of sales of other manufacturers' products of $220,608
for the three months ended June 30, 2004 versus the same three month period last
year and $269,252 for the six months ended June 30, 2004 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 7
<PAGE>

     The gross profit margin was 16.7% in the second quarter of 2004 versus
24.3% in the second quarter of 2003, and 22.3% in the first six months of 2004
versus 28.4% in the first six months of 2003. The decrease in gross profit from
2003 to 2004 is predominately from the change in sales mix which decreased the
percentage of the Company's products and increased the percentage of other
manufacturers' products. Other manufacturers' products have smaller profit
margins than the Company's products. However, management believes that profit
margins will increase as more experience is gained with distributing other
manufacturers' products.

     Selling expenses were $47,364 in the second quarter of 2004, compared with
$20,822 in the second quarter of 2003, 11.2% and 9.2% of sales, respectively,
and $69,031 in the first six months of 2004, compared with $40,776 in the first
six
months of 2003, 11.0% and 9.6% of sales, respectively. The largest item in
selling expenses is distribution expenses, which were $30,131 in the second
quarter of 2004, compared with $14,576 in the second quarter of 2003, 7.1% and
6.5% of sales, respectively, and $44,165 for the six months ended June 30, 2004,
compared with $30,608 for the six months ended June 30, 2003, 7.0% and 7.2% of
sales, respectively. The increase in distribution expenses is due to an increase
in local distribution.

     General and administrative expenses were $60,976 in the second quarter of
2004, compared with $39,634 in the second quarter of 2003, 14.4% and 17.6% of
sales, respectively, and $100,542 in the six months ended June 30, 2004,
compared with $75,203 in the six months ended June 30, 2003, 16.0% and 17.6% of
sales, respectively. Management has continued its efforts to keep administrative
costs low until the Company raises additional capital.

     Vehicle expenses were $7,415 in the second quarter of 2004, compared with
$1,528 in the second quarter of 2003, 1.8% and 0.7% of sales, respectively, and
$13,476 for the six months ended June 30, 2004, compared with $5,127 for the six
months ended June 30 ,2003, 2.1% and 1.2% of sales, respectively. Rent expense
was $9,200 for the second quarter of 2004, compared with $1,200 in the second
quarter of 2003, 2.2% and 0.5% of sales, respectively, and $10,400 for the first
six months of 2004, compared with $2,400 for the first six months of 2003, 1.7%
and 0.6% of sales, respectively. Both vehicle and rent expenses are a reflection
of management's decision to distribute a larger variety of products, with some
local distribution. The rent increased in May 2004 from $400 per month for
office space only to $4,400 per month for office space and warehouse space. The
warehouse space was necessary for local distribution.

     Bad debt expense was $4,362 for the second quarter of 2004 versus $2,489
for the second quarter of 2003, 1.0% and 1.1% of sales, respectively. Bad debt
expense was $6,419 for the six months ended June 30, 2004 versus $4,506 for the
six months ended June 30, 2003, 1.0% and 1.1% of sales, respectively.

     Interest expense was $0 for the second quarter of 2004 versus $1,020 for
the second quarter of 2003, 0% and 0.5% of sales, respectively, and $0 for the
six months ended June 30, 2004 versus $2,026 for the six months ended June 30,
2003, 0% and 0.5% of sales, respectively.

     There was a loss from operations for the second quarter of 2004 of $37,644,
compared with a loss of $5,629 for the second quarter of 2003, with an
operating loss percentage of 8.9% of sales for the second quarter of 2004 and
2.5% for the second quarter of 2002. There was a loss from operations for the
six months ended June 30, 2004 of $29,227, compared with a profit of $4,926 for
the six months ended June 30, 2004, with an operating loss of 4.6% for the six
months ended June 30, 2004 and an operating profit of 1.2% for the six months
ended June 30, 2003. Net profit (loss) and net profit (loss) as a percent of
sales for the second quarter of 2004 were $(37,758) and (8.9%), compared to
$(6,763) and (3.0%) for the second quarter of 2003. Net profit (loss) and net
profit (loss) as a percent of sales for the six months ended June 30, 2004 were
$(29,455) and (4.7%) compared to $2,672 and 0.6% for the six months ended June
30, 2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Working capital decreased $26,806 from December 31, 2003 to June 30, 2004.


                                     Page 8
<PAGE>

      Net cash flow used by operating activities was $225,560 and $76,838 for
the six months ended June 30, 2004 and 2003, respectively. The cash used for
2004 was predominately for a buildup of inventory for local distribution and an
increase of accounts receivable

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

      During the first six months of 2004, the Company borrowed $375,642 from
three shareholders, while repaying $41,562 and during the first six months of
2003 it borrowed $164,498 from a shareholder, while repaying $30,203. 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.

      While the Company has no material capital commitments, we have experienced
losses in the past and have negative cash flow from operating activities as of
June 30, 2004. 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.

      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.


                                     Page 9
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

As of June 30, 2004, the Company's management carried out an evaluation, under
the supervision of the Company's Chief Executive Officer and the Chief Financial
Officer of the effectiveness of the design and operation of the Company's system
of disclosure controls and procedures pursuant to the Securities and Exchange
Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective, as of the
date of their evaluation, for the purposes of recording, processing, summarizing
and timely reporting material information required to be disclosed in reports
filed by the Company under the Securities Exchange Act of 1934.

(b) Changes in internal control.

There were no changes in internal controls over financial reporting, known to
the Chief Executive Officer or Chief Financial Officer that occurred during the
period covered by this report that has materially affected, or is likely to
materially effect, the Company's internal control over financial reporting.


                                    Page 10
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS:

       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. CHANGES IN SECURITIES:

      During the last quarter, we issued 4,900 shares of common stock to one
individual as compensation for consulting services provided. The shares were
issued in a transaction exempt under Rule 506 of Regulation D promulgated under
Section 4(2) of the Securities Act of 1933, as amended.

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

31.1 - Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule
15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended

31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule
15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended

32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)

32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

      (b) Reports on Form 8-K

     The Company did not file any Reports on Form 8-K during the period ended
June 30, 2004.



                                    Page 11
<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: August 20, 2004

                                         ICY  SPLASH  FOOD  &  BEVERAGE,  INC.

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

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