U.S. 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 September 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 November 12, 2003.

     Transitional Small Business Disclosure Format          Yes  ___  No _X_



<PAGE>


                                      INDEX

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

ITEM 1.     FINANCIAL STATEMENTS

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

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

     c)     Statements of Cash Flows for the nine months ended September 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 10.

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                                                                             12.
</TABLE>


<PAGE>


PART  I:  FINANCIAL  INFORMATION
ITEM  1:  FINANCIAL  STATEMENTS


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                   - ASSETS -
                                                                       September 30,    December 31,
                                                                            2003            2002
                                                                         ---------       ---------
                                                                                (Unaudited)
<S>                                                                      <C>             <C>
CURRENT ASSETS:
  Cash                                                                   $  12,664       $  15,069
  Accounts receivable, net of allowance for doubtful accounts of
   $6,970 and $1,325 for September 30, 2003 and December 31, 2002,
   respectively                                                             49,970          11,368
  Inventory                                                                113,421          57,324
                                                                         ---------       ---------

TOTAL CURRENT ASSETS                                                       176,055          83,761
                                                                         ---------       ---------
FIXED ASSETS:
  Production equipment                                                       2,600           2,600
  Warehouse equipment                                                        8,500           5,000
  Office equipment                                                          15,301          14,749
                                                                         ---------       ---------
                                                                            26,401          22,349
  Less: accumulated depreciation                                            21,013          18,333
                                                                         ---------       ---------
                                                                             5,388           4,016
                                                                         ---------       ---------
                                                                         $ 181,443       $  87,777
                                                                         =========       =========

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-

CURRENT LIABILITIES:
  Note  payable                                                          $     --        $  65,000
  Accounts payable                                                          71,706          47,642
  Accrued expenses and other current liabilities                            12,165           3,889
  Shareholder's loans                                                      189,547          59,297
  Related party loans                                                       37,285          37,285
  Income taxes payable                                                         342             456
                                                                         ---------       ---------

TOTAL CURRENT LIABILITIES                                                  311,045         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
    September 30,2003 and December 31, 2002                                  11,436         11,436
  Additional paid-in capital                                                858,758        854,488
  Accumulated deficit                                                      (923,634)      (912,454)
  Unearned compensatory stock                                               (66,000)       (66,000)
  Stock subscription receivable                                             (10,162)       (13,262)
                                                                          ---------      ---------
                                                                           (129,602)      (125,792)
                                                                          ---------      ---------

                                                                          $ 181,443      $  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      Nine Months Ended
                                             September 30,          September 30,
                                        ---------------------  ---------------------
                                            2003       2002        2003       2002
                                        ----------  ---------  ----------  ---------
<S>                                     <C>         <C>        <C>         <C>
NET SALES                               $  111,022  $  74,198  $  537,123  $ 338,347
COST OF SALES                               82,152     55,844     387,347    242,693
                                        ----------  ---------  ----------  ---------

GROSS PROFIT                                28,870     18,354     149,776     95,654
                                        ----------  ---------  ----------  ---------

OPERATING EXPENSES:
  Selling expenses                          19,875     15,336      60,652     33,078
  General and administrative expenses       22,722    349,140      98,153    417,410
                                        ----------  ---------  ----------  ---------
                                            42,597    364,476     158,805    450,488
                                        ----------  ---------  ----------  ---------
LOSS FROM OPERATIONS                       (13,727)  (346,122)     (9,029)  (354,834)

OTHER EXPENSES:
Interest expense                              (125)    (1,056)     (2,151)    (3,159)
                                        ----------  ---------  ----------  ---------

LOSS BEFORE TAXES                          (13,852)  (347,178)    (11,180)  (357,993)

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

NET LOSS                                $  (13,852) $(347,178) $  (11,180) $(357,993)
                                        ==========  =========  ==========  =========

LOSS PER SHARE:
Basic                                   $       -   $   (0.04) $       -   $   (0.05)
                                        ==========  =========  ==========  =========
Diluted                                 $       -   $   (0.04) $       -   $   (0.05)
                                        ==========  =========  ==========  =========
</TABLE>


                       See notes to financial statements.


                                        Page 4.

<PAGE>


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

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                     $ (11,180)    $(357,993)
  Adjustments to reconcile net loss
   to net cash used by operating activities:
    Depreciation                                                   2,680         2,250
    Provision for bad debts                                        5,645         7,595
    Stock issued for services                                        --        453,200
    Changes in assets and liabilities:
    (Increase) in accounts receivable                            (44,245)      (11,197)
    (Increase) decrease in inventories                           (56,098)        6,119
    (Increase) in prepaid expenses and other current assets          --            (10)
    Increase in accounts payable                                  24,064         9,607
    Increase (decrease) in accrued expenses
      and other current liabilities                                8,162      (117,365)
                                                               ---------     ---------
      Net cash used by operating activities                      (70,972)       (7,794)
                                                               ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                     (4,052)         --
                                                               ---------     ---------
     Net cash (used in) investing
      activities                                                  (4,052)         --
                                                               ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from sale of common stock                             7,370        10,332
    Proceeds from related party loan                                 --         48,500
    Repay note payable                                           (65,000)          --
    Proceeds from shareholder's loans                            190,652        49,144
    Repayments of shareholder's loans                            (60,403)     (100,866)
                                                               ---------     ---------
      Net cash provided by financing activities                   72,619         7,110
                                                               ---------     ---------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS                      (2,405)         (684)

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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                    $  12,664     $   3,284
                                                               =========     =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash during the period for:
    Income taxes paid                                          $     455     $     455
    Interest paid                                              $   2,151     $   3,159

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:

    3,140,000 shares of common stock issued at market value
     as compensation for professional services rendered        $    --       $ 453,200
    430,000 shares of common stock issued at market value as
     compensation for professional services to be rendered     $    --       $  66,000
    1,000,000 shares of common stock sold for $60,000. A
     subscription receivable for an amount remaining to be
     collected                                                 $    --       $  49,668
</TABLE>


                       See notes to financial statements.
                                     Page 5.


<PAGE>


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

The results of operations for the three and nine months ended September 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 September 30, 2002 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 $11,180 for the nine month period ending September 30, 2003
and has an accumulated deficit of $923,634 as of September 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 September 30, 2003 and December 31, 2002 the Company owed an aggregate
of $189,547 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 nine
months ended September 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 September 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>


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 is 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. During the third quarter of 2003,
12,400 of the escrow shares were sold and the net proceeds were $7,370. At
September 30, 2003, 40,650 shares remain in escrow at $0.25 per share.

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 September 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 49.6%,
from $74.198 in the three months ended September 30, 2002 to $111,022 in the
three months ended September 30, 2003, and 58.8%, from $338,347 in the nine
months ended September 30, 2002 to $537,123 in the nine months ended September
30, 2003. For the three months ended September 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 60.8%, 0.0%
and 39.2%, respectively. For the three months ended September 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
85.1%, 0.0% and 14.9%, respectively. For the nine months ended September 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 48.9%, 0.0% and 51.1%, respectively. For the nine months ended
September 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 82.4%, 8.8% and 8.8%, 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 $32,350 for the three
months ended September 30, 2003 versus the same three month period last year and
$264,985 for the nine months ended September 30, 2003 versus the same nine 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 increased to 26.0% in the third quarter of 2003 from
24.7% in the third quarter of 2002 and decreased to 27.9% in the first nine
months of 2003 from 28.3% in the first nine months of 2002. The decrease was
caused predominately by the increase in sales mix for other manufacturer's
products, which have a lower profit margin.

Selling expenses were $19,875 for the third quarter of 2003, compared with
$15,336 for the third quarter of 2002, 17.9% and 20.7% of sales, respectively,
and $60,652 in the first nine months of 2003, compared with $33,078 in the first
nine months of 2002, 11.3% and 9.8% of sales, respectively.

General and administrative expenses were $22,721 in the third quarter of 2003,
compared with $349,140 in the third quarter of 2002, 20.0% and 424.5% of sales,
respectively, and $98,153 in the first nine months of 2003, compared with
$417,410 in the first nine months of 2001, 16.8% and 109.6% of sales,
respectively. Management has continued its efforts to keep administrative costs
low until the Company raises additional capital.

Professional fees were $7,148 in the third quarter of 2003, compared with
$336,324 in the third quarter of 2002, 6.3% and 408.9% of sales, respectively,
and $32,159 for the nine months ended September 30, 2003, compared with $373,903
for the nine months ended September 30, 2002, 5.5% and 98.2% of sales,
respectively. Professional fees for the three and nine months ended September
30, 2002 reflect $334,000 of common stock issued at market value for services
rendered. Vehicle expenses were $684 in the third quarter of 2003, compared with
$808 in the third quarter of 2002, 0.6% and 1.0% of sales, respectively, and
$5,775 for the nine months ended September 30, 2003, compared with $2,886 for
the nine months ended September 30 ,2002, 1.0% and 0.8% of sales, respectively.
Payroll expenses were $5,411 for the third quarter of 2003, compared with $0 in
the third quarter of 2002, 4.8% and 0% of sales, respectively, and $20,903 for
the first nine months of 2003, compared with $0 for the first nine months of
2002, 3.6% 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 $1,138 for the three months ended September 30, 2003 versus
$822 for the three months ended September 30, 2002, 1.0% and 1.0% of sales,
respectively. Bad debt expense was $5,645 for the nine months ended September
30, 2003 versus $7,595 for the nine months ended September 30, 2002, 1.0% and
2.0% of sales, respectively.

Interest expense was $125 for the third quarter of 2003 versus $1,056 for the
third quarter of 2002, 0.1% and 1.3% of sales, respectively. Interest expense
was $2,151 for the nine months ended September 30, 2003 versus $3,159 for the
nine months ended September 30, 2002, 0.4% and 0.8% of sales, respectively.

There was a loss from operations for the third quarter of 2003 of $13,727,
compared with $346,122 for the third quarter of 2002, with an operating loss of
12.1% of sales for the third quarter of 2003 and 420.8% for the third quarter of
2002. There was a loss from operations for the nine months ended September 30,
2003 of $9,029, compared with a loss of $354,834 for the nine months ended
September 30, 2002, with an operating loss of 1.5% of sales for the nine months
ended September 30, 2003 and 93.2% for the nine months ended September 30, 2002.
Net loss and net loss as a percent of sales for the third quarter of 2003 were
$13,852 and 12.2%, compared to $347,178 and 422.1% for the third quarter of
2002. Net loss and net loss as a percent of sales for the first nine months of
2003 were $11,180 and 1.9%, compared to $357,993 and 94.0% for the first nine
months of 2002.


                                     Page 9.
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

     Working capital decreased $5,182 from December 31, 2002 to September 30,
2003. Net cash flow used by operating activities was $70,972 and $7,794 for the
nine months ended September 30, 2003 and 2002, respectively.

     During the first nine months of 2003, the Company purchased $4,052 of
fixed assets. Page 9.

     During the first nine months of 2003, the Company borrowed $190,652 from a
shareholder, while repaying $60,403 and during the first nine months of 2002 it
borrowed $49,144 from a shareholder, while repaying $100,866. Of the $190,652
borrowed from a shareholder during the first nine 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 September 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.



                                     Page 10


<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)



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
September 30, 2003.



                                    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: April 14, 2004


                                         ICY  SPLASH  FOOD  &  BEVERAGE,  INC.

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

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





                                    Page 12.