UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.20549


                                   FORM 10-QSB
(Mark  One)

[X]   Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
      Exchange Act of 1934

      For the Quarterly Period Ended March 31, 2005

                                       OR

[ ]   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
Incorporation or Organization)                              Identification No.)

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

Registrant's telephone number, including area code:  (718) 272-2765.

            Indicate by check mark 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 [ ]

            State the number of shares outstanding of the registrant's common
equity as of the latest practicable date: 17,898,509 shares of the registrant's
common stock were issued and outstanding as of May 13, 2005.

            Transitional Small Business Disclosure Format (Check One):
                                                        Yes [ ]    No [X]



<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
PART I
Item 1.     Financial Statements
              Balance Sheets as of March 31, 2005
                (unaudited) and December 31, 2004......................       1
              Statements of Operations for the three months ended
                March 31, 2005 and 2004 (unaudited)...................        2
              Statements of Cash Flows for the three months ended
                March 31, 2005 and 2004 (unaudited)...................        3
            Notes to Financial Statements (unaudited).................        4
Item 2.     Management's Discussion and Analysis......................        6
Item 3.     Controls and Procedures...................................       16

PART II

Item 1.     Legal Proceedings.........................................       18
Item 2.     Changes in Securities and Use of Proceeds.................       18
Item 3.     Defaults Upon Senior Securities...........................       19
Item 4.     Submission of Matters to a Vote of Security Holders.......       19
Item 5.     Other Information.........................................       19
Item 6.     Exhibits..................................................       19

Signatures............................................................       20



<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS
----------------------------

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                                    March 31,          December 31,
                                                                                                      2005                2004
                                                                                                  --------------     --------------
                                                                                                    (Unaudited)
<S>                                                                                               <C>                <C>
ASSETS:
CURRENT ASSETS:
     Cash                                                                                         $    225,720        $     59,673
     Accounts receivable, net of allowance for doubtful accounts of $41,265 for March 31, 2005
        and $17,075 for December 31, 2004, respectively.                                               265,219             104,378
     Inventory                                                                                          702,522            428,914
     Prepaid expenses                                                                                    16,706              7,258
                                                                                                  --------------     --------------

TOTAL CURRENT ASSETS                                                                                  1,210,167            600,223
                                                                                                  --------------     --------------

FIXED ASSETS:
     Production equipment                                                                               100,371              2,600
     Warehouse equipment                                                                                  5,000              5,000
     Office equipment                                                                                    17,098             17,098
     Leasehold improvements                                                                               1,967              1,967
                                                                                                  --------------     --------------
                                                                                                        124,436             26,665
     Less: accumulated depreciation                                                                      24,661             22,233
                                                                                                  --------------     --------------
                                                                                                         99,775              4,432
                                                                                                  --------------     --------------

Other assets                                                                                             17,200              5,000
                                                                                                  --------------     --------------
TOTAL ASSETS                                                                                      $   1,327,142      $     609,655
                                                                                                  ==============     ==============

LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
     Accounts payable                                                                             $     600,564      $      359,660
     Accrued expenses and other current liabilities                                                       7,340               2,911
     Shareholders' loans                                                                                103,054                  --
     Income taxes payable                                                                                   116                 457
                                                                                                  --------------     --------------

TOTAL CURRENT LIABILITIES                                                                               711,074             363,028
                                                                                                  --------------     --------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $001 par value, 1,000,000 shares authorized,
       0 shares issued and outstanding for 2005 and 2004                                                     --                  --
     Common stock, $.001 par value; 50,000,000 shares authorized, 23,498,509 and 33,375,500
       shares issued and outstanding for March 31, 2005 and December 31, 2004, respectively              23,499              33,376
     Additional paid-in-capital                                                                       1,783,022           2,328,146
     Accumulated deficit                                                                             (1,190,453)         (1,083,539)
     Stock subscription receivable
                                                                                                             --          (1,031,356)
                                                                                                  --------------     --------------

                                                                                                        616,068             246,627
                                                                                                  --------------     --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                        $   1,327,142      $      609,655
                                                                                                  ==============     ===============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       2


<PAGE>



                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                               For the Three Months
                                                                  Ended March 31,
                                                     ----------------------------------------
                                                          2005                      2004
                                                     --------------            --------------
<S>                                                  <C>                       <C>
NET SALES                                            $   1,200,117             $     205,715
                                                     --------------            --------------

COST OF GOODS SOLD:
     Inventory - beginning of period                       428,914                   107,539
     Purchases                                           1,274,991                   185,313
                                                     --------------            --------------
                                                         1,703,905                   292,852
     Inventory - end of period                             702,522                   157,600
                                                     --------------            --------------
TOTAL COST OF GOODS SOLD                                 1,001,383                   135,252
                                                     --------------            --------------

GROSS PROFIT                                               198,734                    70,463
                                                     --------------            --------------
OPERATING EXPENSES:
     Selling expenses                                      148,788                    28,007
     General and administrative expenses                   156,746                    34,039
                                                     --------------            --------------
                                                           305,534                    62,046
                                                     --------------            --------------

(LOSS) INCOME FROM OPERATIONS                             (106,800)                    8,417

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

NET (LOSS) INCOME                                    $    (106,914)            $       8,303
                                                     ==============            ==============

(LOSS) INCOME PER SHARE:

     Basic and diluted                               $       (0.00)            $        0.00
                                                     ==============            ==============

        Weighted average shares                         33,375,500                 11,430,000
                                                     ==============            ===============
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       2

<PAGE>


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

                                                                             For the Three Months
                                                                             Ended March 31,
                                                                             ----------------------------------------
                                                                                  2005                      2004
                                                                             --------------            --------------

<S>                                                                          <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss) income                                                       $    (106,914)            $       8,303
     Adjustments to reconcile net (loss) income to net cash
      (used in) operating activities:
       Depreciation                                                                  2,428                       100
       Provision for bad debts                                                      24,190                     2,057
     Changes in assets and liabilities:
       Increase in accounts receivable                                            (185,031)                  (25,728)
       Increase in inventories                                                    (273,608)                  (50,061)
       Increase in prepaid expense                                                  (9,448)                       --
       Increase in other assets                                                    (12,200)                       --
       Increase (decrease) in accounts payable                                     240,904                   (27,556)
       Increase in accrued expenses and other current liabilities                    4,088                     1,846
                                                                             --------------            --------------
     Net cash (used) by operating activities                                      (315,591)                   (91,039)
                                                                             --------------            --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                                      (97,771)                       --
                                                                             --------------            --------------
     Net cash (used in) investing activities                                       (97,771)                       --
                                                                             --------------            --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from stock sales                                                     444,999                        --
     Proceeds from shareholders loans:                                             134,410                   148,402
     Repayments of shareholders loans                                                   --                   (12,596)
                                                                             --------------            --------------

Net cash provided by financing activities                                          579,409                   135,806
                                                                             --------------            --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                          166,047                    44,767
     Cash and cash equivalents, at beginning of period                       $      59,673             $       2,688
                                                                             --------------            --------------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                  $     225,720             $      47,455
                                                                             ==============            ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash used during the period for:
        Income taxes paid                                                    $         455             $        455

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS
     13,300,000 shares of common stock and corresponding subscription
        receivable rescinded                                                 $   1,000,000             $         --
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>



                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:

            In the opinion of management, the accompanying unaudited interim
financial statements of Icy Splash Food & Beverage, Inc. contain all adjustments
necessary to present fairly the Company's financial position as of March 31,
2005 and December 31, 2004 (audited), the results of operations for the three
months ended March 31, 2005 and 2004 and cash flows for the three months ended
March 31, 2005 and 2004.

            The results of operations for the three months ended March 31, 2005
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, 2004, 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.

         The Company discloses segment information in accordance with Statements
of Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of
an Enterprise and Related Information," which uses the management approach to
determine reportable segments.

            Certain reclassifications have been made in the March 31, 2004
financial statements to conform to the current fiscal year presentation.

NOTE 2 - GOING CONCERN:

            As shown in the accompanying financial statements, the Company has
incurred continuing losses and has an accumulated deficit of $1,190,453 as of
March 31, 2005. The ability of the Company to continue as a going concern is
dependent on obtaining additional capital and generating cash flow from
operations. The Company is actively pursuing additional capital and seeking to
expand its business. 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 March 31, 2005, the Company owed two of its shareholders
$103,054. These loans are unsecured, non interest bearing and payable upon
demand.

NOTE 4 - CAPITAL STOCK

            On March 31, 2005, the Company entered into a rescission and stock
purchase agreement with Joseph Aslan, Sy Aslan and Yifat Aslan. Pursuant to the
terms of the rescission and stock purchase agreement, the Company cancelled the
13,300,000 shares issued to Joseph Aslan, Sy Aslan and Yifat Aslan and in
consideration for contributions by these persons in an aggregate amount of
$444,999, the Company issued an aggregate of 3,423,009 shares to Sy Aslan,
Joseph Aslan and Yifat Aslan. 1,544,211 shares were issued to Joseph Aslan,
1,544,211 shares were issued to Sy Aslan and 334,587 shares were issued to Yifat
Aslan. The rescission and issuance of these shares are reflected on the balance
sheet at March 31, 2005. The 13,300,000 shares of common stock were issued in
the fourth quarter of 2004 by the Company to Joseph Aslan, Sy Aslan and Yifat
Aslan pursuant to an agreement under which such persons would invest $1,000,000
in the Company.

                                       4

<PAGE>


NOTE 5 - ECONOMIC DEPENDENCY:

            For the three months ended March 31, 2005, purchases from MountSpil
Products Corp. ("MountSpil"), a vendor, amounted to $242,801, or 19.0%, of the
Company's total purchases of inventory. At March 31, 2005, the amount due this
supplier was $9,990.

NOTE 6 - SUBSEQUENT EVENTS:

            On April 5, 2005, subsequent to the balance sheet date, the Company
entered into a rescission and stock purchase agreement with Joseph Aslan, Shlomo
Aslan, Sy Aslan and Yifat Aslan. Pursuant to the terms of the rescission and
stock purchase agreement, the Company cancelled the 9,000,000 shares issued to
Joseph Aslan, Shlomo Aslan, Sy Aslan and Yifat Aslan and in consideration for
contributions by these persons in an aggregate amount of $540,000 through
January 7, 2005, the Company issued 5,400,000 shares to Sy Aslan, Joseph Aslan,
Shlomo Aslan and Yifat Aslan in the aggregate. 3,000,000 shares were issued to
Joseph Aslan, 1,200,000 shares were issued to Sy Aslan, 780,000 shares were
issued to Yifat Aslan, and 420,000 shares were issued to Shlomo Aslan. These
shares were issued at the current market price of $0.10 per share. The 9,000,000
shares of common stock were issued in the third quarter of 2004 to Joseph Aslan,
who is a director, and the Company's President and Chief Executive Officer, Sy
Aslan, one of the Company's directors, Shlomo Aslan, one of the Company's
shareholders and Yifat Aslan, the Company's Vice President of Operations.
5,000,000 of these shares were issued to Joseph Aslan; 2,000,000 of these shares
were issued to Sy Aslan; 1,300,000 of these shares were issued to Yifat Aslan;
and 700,000 of these shares were issued to Shlomo Aslan. These shares were
issued in consideration for the Company's receipt of payments to or on its
behalf totaling $540,000 in the aggregate through January 7, 2005. The price per
share was approximately 75% of the market price per share at the time of
issuance.

            On April 13, 2005, the Company entered into a license and
warehousing agreement with MountSpil pursuant to which the Company is the
exclusive seller of MountSpil's products in the tri-state area of New York, New
Jersey and Connecticut. The agreement provides that the Company can utilize the
MountSpil and Shan logos and trade names for the products. Under this agreement,
MountSpil also provides certain warehousing services to the Company for a fee of
$8,000 per week.

            On April 30, 2005, the Company purchased 2,000,000 shares of its
common stock from Joseph Anteri for $72,620, or approximately $0.036 per share,
and on May 10, 2005, the Company cancelled these 2,000,000 shares.

NOTE 7 - SEGMENT INFORMATION

            The Company measures operating results as three reportable segments:
(i) Icy Splash, (ii) Mountspil, and (iii) Handmade. Icy Splash manufactures and
distributes "Icy Splash" beverages and distributes third-party specialty foods
and beverages and health and beauty aids ("HBA"), including, milk and dairy,
over-the-counter pharmaceutical HBA. MountSpil, is the Company's fastest growing
segment and distributes dry packed goods, including MountSpil Farms Honey, Shan
preserves and Shan peanut butter. The Company's Handmade segment manufactures
and distributes cookies and distributes baked bread. The Company evaluates
performance and allocates resources based on profit or loss from operations. The
accounting policies of the reportable segments are the same as those described
in the summary of significant accounting policies in Note 1 and in the Company's
annual statement filed with the Securities and Exchange Commission on Form
10-KSB for its fiscal year ended December 31, 2004. Intersegment sales and
transfers are recorded at market prices. There were no reportable segments prior
to the fiscal quarter ended March 31, 2005.


                                       5

<PAGE>


            The table below presents information about the Company's reportable
segments:
<TABLE>
<CAPTION>

                                                                 March 31, 2005
                                           Icy Splash      Mountspil      Handmade       Total
                        Operations Operations Operations
--------------------------------------------------------------------------------
<S>                                     <C>            <C>             <C>          <C>
Net sales                               $ 560,019      $  603,501      $  36,597    $ 1,200,117
(Loss) income from operations             (94,025)         11,203        (23,978)      (106,800)
Identifiable assets                       618,096         570,522        138,524      1,327,142
Depreciation expenses                         100               0          2,328          2,428
Capital expenditures                            0               0         97,771         97,771

</TABLE>




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

Overview
--------

            We operate three distinct business segments: (i) Icy Splash, (ii)
MountSpil, and (iii) Handmade. Icy Splash manufactures and distributes "Icy
Splash" beverages and distributes third-party specialty foods and beverages and
HBA products, including, milk and dairy, over-the-counter pharmaceutical HBA.
MountSpil, is our fastest growing segment and distributes dry packed goods,
including MountSpil Farms Honey, Shan preserves and Shan peanut butter. Our
Handmade segment manufactures and distributes cookies and distributes baked
bread. All of our segments distribute their products to customers, including
supermarket chains, gourmet stores, delicatessens, grocery stores, convenience
stores and 99 Cent Stores in the New York metropolitan area. We import many of
our specialty foods and HBA products, and distribute these products with
domestically produced products to our customer base using our sales force and
warehouse systems. We deliver our products with our refrigerated and
non-refrigerated trucks. Our cost of revenues primarily consists of the
acquisition of products and raw material costs. Our general and administrative
expenses consist primarily of vehicle, warehouse and office space leasing,
payroll, insurance and professional fees.

Critical Accounting Policies
----------------------------

General
-------

         In the ordinary course of business, we have made a number of estimates
and assumptions relating to our reporting of results of operations and financial
position in our preparation of our financial statements in conformity with
accounting principles generally accepted in the United States of America. Actual
results could differ significantly from those estimates under different
assumptions and conditions. We believe that the following discussion addresses
our most critical accounting policies, which are those that are most important
to the portrayal of our financial condition and results of operations and
require our most difficult, subjective and complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain.

         We have not made changes in any critical accounting policies during the
three months ended March 31, 2005. Any significant changes in critical
accounting policies and estimates are discussed by Joseph Aslan, our Chief
Executive Officer, Director and principal shareholder and Charles Tokarz, our
Chief Financial Officer, Treasurer and Director, during the quarter in which a
change is contemplated and prior to making such change.

                                       6

<PAGE>


Doubtful Accounts
-----------------

         We evaluate the collectibility of our trade accounts receivable based
on a number of factors. In circumstances where we become aware of a specific
customer's inability to meet its financial obligations to us, a specific reserve
for bad debts is estimated and recorded, which reduces the recognized receivable
to the estimated amount we believe will ultimately be collected. In addition to
specific customer identification of potential bad debts, bad debt charges are
recorded based on our recent past loss history and an overall assessment of past
due trade accounts receivable outstanding.

         Our review of potential bad debts considers the specific industry a
particular customer operates in, such as supermarket chains, gourmet stores,
grocery stores, convenience stores and 99 Cent Stores and mass merchandise
retailers, and the general economic conditions that currently exist in that
specific industry. We then consider the effects of concentration of credit risk
in a specific industry and for specific customers within that industry.

Property, Plant and Equipment
-----------------------------

         Property, plant and equipment is recorded at cost and is depreciated on
a straight-line basis over the estimated useful lives of such assets. Changes in
circumstances such as technological advances, changes to our business model or
changes in our capital strategy could result in the actual useful lives
differing from our current estimates. Factors such as changes in the planned use
of manufacturing equipment, vending equipment, transportation equipment,
warehouse facilities or software could also result in shortened useful lives. In
those cases where we determine that the useful life of property, plant and
equipment should be shortened, we would depreciate the net book value in excess
of the estimated salvage value over its revised remaining useful life.

         We evaluate long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. When undiscounted future cash flows will not be sufficient to
recover an asset's carrying amount, the asset is written down to its fair value
and we recognize an impairment loss.

Revenue Recognition
-------------------

         We recognize revenue from product sales at the time of passage of title
and risk of loss to the customer based upon terms established with our customer.
There are no further obligations on our part to adjust revenue recognition
except for returns of product from our customers. We accept returns of products,
if properly requested, authorized, and approved by us. We record an estimate of
returns of products to be returned by our customers.

Price Discounts and Other Sales Incentives
------------------------------------------

         We offer sales incentives to our customers primarily in the form of
volume incentive rebates and trade allowances. We account for sales incentives
in accordance with EITF 01-9, "Accounting for Consideration Given by a Vendor to
a Customer (Including a Reseller of Vendor's Products)" (EITF 01-9). The terms
of sales incentives are offered from time to time and vary by customer. Except
for other trade allowances, all sales incentives require the customer to
purchase our products during a specified period of time. All sales incentives
require our customers to claim the sales incentive within a certain time period
(referred to as the "claim period") and claims are settled either by the
customer claiming a deduction against an outstanding account receivable owed to
us by the customer or by the customer requesting a check from us. We are unable
to demonstrate that an identifiable benefit of the sales incentives has been
received, as such, all costs associated with sales incentives are classified as
a reduction of net sales. The following is a summary of the various sales
incentive programs offered by us and the related accounting policies:

                                       7

<PAGE>


         Volume incentive rebates offered to customers require that minimum
quantities of product be purchased during a specified period of time. The amount
offered is either based upon a fixed percentage of our sales revenue to the
customer or a fixed amount per unit sold to the customer. Certain of the volume
incentive rebates offered to customers include a sliding scale of the amount of
the sales incentive with different required minimum quantities to be purchased.
We make an estimate of the ultimate amount of the rebate our customers will earn
based upon past history with the customer and other facts and circumstances. We
have the ability to estimate these volume incentive rebates, as there does not
exist a relatively long period of time for a particular rebate to be claimed. We
have historical experience with these sales incentive programs and a large
volume of relatively homogenous transactions. Any changes in the estimated
amount of volume incentive rebates are recognized immediately using a cumulative
catch-up adjustment.

         Other trade allowances are additional sales incentives that we provide
to customers subsequent to the related revenue being recognized. In accordance
with EITF 01-9, we record the provision for these additional sales incentives at
the later of when the sales incentive is offered or when the related revenue is
recognized. Such additional sales incentives are based upon a fixed percentage
of the selling price to the customer, a fixed amount per unit, or a lump-sum
amount.

Inventories
-----------

         We value our inventory at the lower of the actual cost to purchase on a
weighted moving average basis and/or the current estimated market value of the
inventory less expected costs to sell the inventory. We regularly review
inventory quantities on-hand and record a provision for excess and obsolete
inventory based primarily on selling prices subsequent to the balance sheet
date, indications from customers based upon current negotiations and purchase
orders. A significant sudden increase in the demand for our products could
result in a short-term increase in the cost of inventory purchases while a
significant decrease in demand could result in an increase in the amount of
excess inventory quantities on-hand. In addition, our industry is characterized
by frequent new product introductions that could result in an increase in the
amount of obsolete inventory quantities on-hand.

         Our estimate of excess and obsolete inventory may prove to be
inaccurate, in which case we may have understated or overstated the provision
required for excess and obsolete inventory. In the future, if our inventory is
determined to be overvalued, we would be required to recognize such costs in our
cost of goods sold at the time of such determination. Likewise, if we do not
properly estimate the lower of cost or market of our inventory and it is
therefore determined to be undervalued, we may have over-reported our cost of
goods sold in previous periods and we would be required to recognize such
additional operating income at the time of sale. Therefore, although we make
every effort to ensure the accuracy of our forecasts of future product demand,
any significant unanticipated changes in demand or technological developments
could have a significant impact on the value of our inventory and our reported
operating results.

Earnings Per Share
------------------

         We utilize Financial Accounting Standards Board Statement No. 128
"Earnings Per Share" ("SFAS 128"), which changed the method for calculating
earnings per share. SFAS 128 requires the presentation of basic and diluted
earnings per share on the face of the statement of operations. Earnings per
common share is computed by dividing net income by the weighted average number
of common shares outstanding and for diluted earnings per share, also common
equivalent shares outstanding.

                                       8

<PAGE>


Income Taxes
------------

         We utilize Financial Accounting Standards Board Statement No. 109,
"Accounting for Income Taxes"("SFAS 109"), which requires the use of the asset
and liability approach of providing for income taxes. SFAS 109 requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax basis
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. Under SFAS 109, the effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Deferred tax assets due
to operating losses aggregated approximately $445,000 at March 31, 2005. We have
established a 100% valuation allowance against this asset until it is more
likely than not to be realized.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AS COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 2004

Net Sales
---------

         Net sales increased by $994,402, or 483.4%, from $205,715 for the three
months ended March 31, 2004 to $1,200,117 for the three months ended March 31,
2005. For the three months ended March 31, 2005, net sales of Icy Splash (TM)
Clear, and other manufacturers' products, before price discounts and other sales
incentives, were 3.0%, and 97.0%, respectively. For the three months ended March
31, 2004 net sales of Icy Splash (TM) Clear, and other manufacturers' products,
before price discounts and other sales incentives, were 27.6%, and 72.4%,
respectively, of our net sales. The increase in sales and increase in the
percentages of our sales attributable to third-party products is a result of our
expansion of distribution activities and a decrease in sales of Icy Splash. The
increase in sales of third-party manufacturers' products of $1,009,341, or
654.3% for the three months ended March 31, 2005 as compared to the three months
ended March 31, 2004 is primarily due to the addition of new product lines to
our local distribution network. The new items are less seasonal than beverages
and we anticipate that this change in product mix will help ameliorate the
effects of seasonality on our revenue.

         In early 2005, we commenced operations of a baked products business and
began selling these products. We also added new specialty food products and HBA
products. For the three months ended March 31, 2005, new bakery products, new
dairy products and new specialty food products accounted for $36,597, $82,744
and sales of $603,501, respectively.

Gross Profit
------------

         Our gross profit increased by $128,271, or 182.0%, from $70,463 for the
three months ended March 31, 2004 to $198,734 for the three months ended March
31, 2005. Our gross profit margin decreased to 16.6% for the three months ended
March 31, 2005 from a gross profit margin of 34.3% for the three months ended
March 31, 2004. The decrease in profit margin was primarily caused by an
increase in our promotional expenditures and the increased percentage of our
revenues attributable to distributing third-party products on which we generally
recognize a smaller gross margin. We initially purchase new product lines in
smaller quantities while we test the market for these new products. Our gross
margin on these products were particularly lower because we anticipate that as
certain new product lines succeed, we will be able to obtain these products at
lower cost. Larger volume orders that are expected to reduce our per unit costs
are anticipated to have a positive impact on our gross margins. Additionally, we
commenced operating a bakery operation during the first quarter of 2005.

                                       9


<PAGE>

Selling, General and Administrative Expenses
--------------------------------------------

         Selling expenses were $148,788 for the three months ended March 31,
2005, an increase of $120,781, or 431.2%, compared with $28,007 for the three
months ended March 31, 2004. These represented 12.4% and 13.6% of net sales in
such quarters, respectively. The increase in selling expenses is primarily due
to the costs associated with starting our own distribution activities in the New
York metropolitan area and the increases in shipping, handling and processing
costs. Vehicle expenses were $30,011 for the three months ended March 31, 2005,
an increase of $25,104, or 511.6%, compared with $4,907 for the three months
ended March 31, 2004. These represented 2.5% and 2.4% of net sales and net
expenses, respectively. Shipping, handling and processing expenses were $58,200
for the three months ended March 31, 2005, an increase of $58,006, or 29,900%,
compared with $194 for the three months ended March 31, 2004. These represented
4.8% and 0% of net sales and net expenses, respectively.


         General and administrative expenses were $156,746 for the three months
ended March 31, 2005, an increase of $122,707, or 360.5%, compared with $34,039
for the three months ended March 31, 2004. These represented 13.1% and 16.5% of
our net sales in such quarters, respectively. Payroll expense was $36,657 for
the three months ended March 31, 2005, an increase of $30,651, or 510.3%,
compared with $6,006 for the three months ended March 31, 2004. These
represented 3.1% and 2.9% of net sales in such quarters, respectively. Insurance
expense was $15,504 for the three months ended March 31, 2005, an increase of
$8,126, or 110.1%, compared with $7,378 for the three months ended March 31,
2004. These represented 1.3% and 3.6% of net sales in such quarters,
respectively. Rent expense was $21,450 for the three months ended March 31,
2005, an increase of $20,250, or 1,687.5%, compared with $1,200 for the three
months ended March 31, 2004. These represented 1.8% and 0.6% of net sales in
such quarters, respectively. Utilities expense was $20,848 for the three months
ended March 31, 2005, an increase of $20,677, or 12,091.8%, compared with $171
for the three months ended March 31, 2004. These represented 1.7% and 0.1% of
net sales in such quarters, respectively. The increases in our general and
administrative expenses result from the expansion of our distribution
activities, including the offering of a larger variety of products to our
customers. For example, the rent for our primary office and warehouse facility
increased on January 1, 2005 from $4,000 per month to $4,750 per month. In
addition, in the first quarter of fiscal 2005, we leased an additional facility
for $3,600 per month. The additional space was necessary to implement our local
distribution and bakery activities.

         Bad debt expense was $24,190 for the three months ended March 31, 2005,
an increase of $22,133, or 1,076.0%, compared with $2,057 for the three months
ended March 31, 2004. These represented 2.0% and 1.0% of net sales in such
quarters, respectively.

Net Loss
--------

            We incurred a loss from operations for the three months ended March
31, 2005 of $(106,800) compared with a profit of $8,417 for the three months
ended March 31, 2004. Our operating loss was 8.9% of net sales for the three
months ended March 31, 2005 and our operating profit was 4.1% of net sales for
the three months ended March 31, 2004. Net loss and net loss as a percentage of
sales for the three months ended March 31, 2005 were $(106,914) and (8.9%),
respectively, compared to a net profit and net profit percentage of $8,303 and
4.0% for the three months ended March 31, 2004. Our net loss is primarily due to
the costs associated with the investments we made to develop our facilities and
new product lines, which more than offset the increased net revenue and gross
profit resulting from such activities, as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

            As of March 31, 2005, we had cash balances of $225,720, working
capital of $499,093 and an accumulated deficit of $(1,190,453). In addition, we
incurred net losses of $(106,914) for the three months ended March 31, 2005.
Working capital increased $261,898 for the three months ended March 31, 2005,
predominately as a result of issuing common stock for $444,999.


                                       10

<PAGE>


         Net cash flow used by operating activities was $315,591 and $91,039 for
the three months ended March 31, 2005 and 2004, respectively. The increase in
cash used was predominately due to our decision to increase our inventory levels
in order to improve our ability to service our local customers and an increase
in accounts receivable resulting from the expansion of our business.

            We have financed our operations primarily through the issuance of
equity securities, through short-term borrowings from our shareholders and
through cash generated from operations. In our opinion, we do not expect to have
sufficient working capital to fund our current operations and may need to raise
at least $200,000 in additional capital over the next twelve months. However,
market conditions and their effect on our liquidity may restrict our use of
cash, and require us to borrow or raise additional funds. Our future cash
requirements are expected to depend on numerous factors, including, but not
limited to: (a) the ability to grow our sales to our current customer base, (b)
the ability to generate positive cash flow from operations, and the extent
thereof, (c) the ability to raise additional capital or obtain additional
financing, and (d) economic conditions. In the event that sufficient funding is
not available externally, we may need to seek additional financing from our
directors and shareholders. Such persons are under no contractual obligation to
provide any funds. We currently have no credit facility for additional
borrowing. There is no assurance that we will be able to generate enough funds
from either operations or equity/debt financing to sustain us in the future.

            During the first three months of 2005, we purchased $97,771 of fixed
assets. Also, we borrowed $134,410 from Joseph Aslan, our President, Chief
Executive Officer and Director, and Sy Aslan, our Director.

INFLATION

         We believe that inflation has generally not had a material impact on
our operations.

OFF-BALANCE SHEET ARRANGEMENTS

            We do not have and are not reasonably likely to have any off-balance
sheet arrangements that would have a current or future effect on our financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that would be material to investors.

SEASONALITY

         The beverage production and beverage distribution industries are
characterized by significant seasonal variations. Historically, a significant
portion of our net sales have been realized during the month of December and the
months of May through September, and levels of net sales and net earnings have
generally been significantly lower during the period from October through April,
excluding December. We expect our net sales and operating results from our
beverage production and distribution to continue to be affected by these
seasonal fluctuations. Our net sales from beverage production and distribution
activities currently account for between 3 to 7% of our net sales. As our
distribution operations have and continue to generate a larger portion of our
net sales, we expect the seasonal effects on our net sales to be reduced. Our
revenues may also experience substantial variations as a result of a number of
other factors, such as consumer preferences and introduction of competing
products by competitors, as well as limited time promotional pricing and other
offers made by retailers that do not carry our products. There can be no
assurance that we will achieve consistent growth or profitability on a quarterly
or annual basis.

                                       11

<PAGE>


                                  RISK FACTORS

         Our operations, as well as an investment in our securities, involve
numerous risks and uncertainties. The reader should carefully consider the risk
factors discussed below and elsewhere in this Form 10-QSB before making any
investment decision involving our securities.

INCREASES IN PRICES COULD ADVERSELY AFFECT OUR FINANCIAL POSITION.

         Our ability to obtain raw materials and finished goods at attractive
prices are a key to our financial viability and potential profitability. We are
dependent upon a ready supply of products and raw materials from abroad and/or
locally. The prices for these materials are determined by the general market,
and may change at any time. Furthermore, we are not engaged in any purchasing
agreements with our suppliers which provide for mechanisms alleviating price
fluctuations of raw materials and finished goods. Therefore, increases in prices
for any of these raw materials and finished goods could have a material adverse
impact on our results of operations and financial position. While we believe
that there are numerous alternative suppliers for the products and raw
materials, the loss of a supplier could adversely impact our operations,
particularly in that the time it would take to effect a change could
significantly impact our business in the short term should a change become
necessary.

         In light of our expansion into the business of distributing third-party
products, we have become dependent on obtaining these products at prices that
allow us to operate successfully. While we have the option to discontinue items
that become too expensive, this could cause disruptions to our product line.

WE HAVE HAD LOSSES AND SUCH LOSSES MAY CONTINUE, WHICH MAY NEGATIVELY IMPACT OUR
ABILITY TO ACHIEVE OUR BUSINESS OBJECTIVES.

         We had a net loss of $106,914 for the three months ended March 31, 2005
and a net loss of $130,437 for the fiscal year ended December 31, 2004. There
can be no assurance that we will be profitable in the future. Revenues and
profits, if any, will depend upon various factors, including whether we will be
able to continue to expand our revenues, gross profit and operating margins.

OUR FINANCIAL STATEMENTS INCLUDE A CONCERN RAISED BY OUR INDEPENDENT AUDITORS
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

         Our independent auditors raised a concern in their report on our
financial statements for fiscal 2004 about our ability to continue as a going
concern. Our auditors have stated that due to our lack of profitability, there
is "substantial doubt" about our ability to continue as a going concern. Our
auditors view about our ability to continue as a going concern may limit our
ability to access certain types of financing, or may prevent us from obtaining
financing on acceptable terms.

WE MAY NOT BE ABLE TO ACHIEVE AND MANAGE OUR PLANNED EXPANSION.

         We face many business risks associated with rapidly growing companies,
including the risk that our existing management, information systems and
financial controls will be inadequate to support our continued planned
expansion. Our growth plans will require us to expend significant management
time and effort and additional resources to ensure the continuing adequacy of
our financial controls, operating procedures, information systems, product
purchasing, warehousing and distribution systems and employee training programs.
We cannot predict whether we will be able to effectively manage these increased
demands or respond on a timely basis to the changing demands that our planned
expansion will impose on our management, information systems and financial
controls. If we fail to continue to add management personnel or to improve our
management information systems and financial controls or if we encounter
unexpected difficulties during expansion, our business, financial condition,
operating results or cash flows could be materially adversely affected.

                                       12

<PAGE>

A LOSS OF OUR LARGEST SUPPLIER OR ANY REDUCTIONS IN SUPPLIES WE RECEIVE FROM OUR
LARGEST SUPPLIER COULD ADVERSELY AFFECT OUR OPERATING RESULTS.

            For the quarter ended March 31, 2005, purchases from MountSpil
amounted to $242,801, or 19.0%, of our total purchases of inventory. At March
31, 2005, the amount due to this supplier was $9,990. MountSpil supplied us with
packaged goods and food items at prices which we believe were competitive and we
believe this helped us compete effectively against our larger competitors. We
now purchase most of these supplies directly from the manufacturers thereof. The
loss of these supplies and/or reduction of supplies provided to us for any
reason could undermine our ability to compete and could have an adverse impact
on our financial condition and results of our operations.

IF WE ARE UNABLE TO IMPROVE OUR GROSS MARGIN WE MAY NEVER ACHIEVE PROFITABILITY.

         The food and beverage production, and the food, beverage and HBA
distribution industries, are highly competitive. Our gross profit margin
decreased to 16.6% for the three months ended March 31, 2005 from a gross profit
margin of 34.3% for the three months ended March 31, 2004. Our decline in gross
profit margin was primarily caused by an increase in our revenues attributable
to distributing third-party products, on which we generally recognize a smaller
gross margin. We initially purchase new product lines in smaller quantities
while we test the market for these new products. Our gross margin on these
products were particularly lower because we anticipate that as certain new
product lines succeed, we will be able to obtain these products at lower cost,
due to larger volume orders that we anticipate we will be able to purchase, and
this is expected to have a positive impact on our gross margins. Should we not
be able to improve our gross margin on these new product lines, our
profitability will suffer. There can be no assurance that we will be able to
increase our gross margins, and if we fail to increase our gross profit we would
not expect to be profitable.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING OUR BUSINESS OPERATIONS WILL BE
HARMED AND IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING SHAREHOLDERS
MAY SUFFER SUBSTANTIAL DILUTION.

         We expect that we will require additional funds to expand our
distribution, sales and marketing activities. We anticipate that we will require
up to approximately $200,000 to fund our continued operations for the next
twelve months, depending on revenue and cash flow, if any, from operations. We
expect that additional capital will be required to implement our overall
business strategy. There can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all. The inability to obtain
additional capital would be expected to restrict our ability to grow and may
reduce our ability to continue to conduct business operations. If we are unable
to obtain additional financing, we will likely be required to curtail our
marketing and development plans and possibly cease our operations. Any
additional equity financing may involve substantial dilution to our then
existing shareholders.

WE MAY BE UNABLE TO COMPETE SUCCESSFULLY IN THE HIGHLY COMPETITIVE FOOD AND
BEVERAGE PRODUCTION, AND FOOD, BEVERAGE AND HBA DISTRIBUTION INDUSTRIES.

         The food and beverage production, and the food, beverage and HBA
distribution industries are highly competitive. Our products are sold in
competition with all similar products. There can be no assurance that we will be
able to compete successfully. Many of our competitors have far greater
financial, operational and marketing resources than we do. Furthermore, the food
and beverage production, and food, beverage and HBA distribution industries are
characterized by rapid changes, including changes in consumer tastes and
preferences, which may result in product obsolescence or short product life
cycles. As a result, competitors may be developing products of which we are
unaware which may be similar or superior to our products. Accordingly, there is
no assurance that we will be able to compete successfully or that our
competitors or future competitors will not develop products that render our
products less marketable.

         Competitors in the food and beverage production, and food, beverage and
HBA distribution industries include distributors of nationally advertised and
marketed products as well as chain stores and private labels. The


                                       13

<PAGE>

principal method of competition include brand recognition, price and price
promotion, retail space management, service to the retail trade, new product
introductions, packaging changes, distribution methods and advertising.
See "Business - Competition."

DUE TO THE GEOGRAPHIC CONCENTRATION OF OUR SALES WE COULD BE MORE ADVERSELY
AFFECTED BY AN ECONOMIC DOWNTURN THAN OUR LARGER COMPETITORS.

         We serve limited market areas, which in turn leaves us more susceptible
to an adverse impact affected by an economic downturn in our market areas than
our larger and more geographically diverse competitors. Currently, our primary
market area is limited to the New York, New Jersey, Connecticut and
Pennsylvania. If any of these areas suffer an economic downturn, our business
and financial condition may be severely affected. Our larger competitors serve a
more geographically diverse market area, parts of which may not be affected by
the same economic conditions that exist in our primary market areas.

WE ARE DEPENDENT ON OUR KEY EXECUTIVES.

         Our future success will depend substantially upon the abilities of, and
personal relationships developed by, Joseph Aslan, our President, Chief
Executive Officer and one of our principal stockholders, as well as Sy Aslan,
one of our directors and one of our principal stockholders, and Yifat Aslan, our
Vice President in charge of operations. The loss of Joseph, Sy or Yifat Aslan's
services could materially adversely affect our business and our prospects for
the future. We do not have key person insurance on the lives of, or
non-competition agreements with, such persons.

WE MAY INCUR MATERIAL LOSSES AS A RESULT OF PRODUCT RECALL AND PRODUCT
LIABILITY.

         We may incur material losses and costs as a result of product liability
claims that may be brought against us if the consumption or usage of any of our
products causes bodily injury, illness or death and/or property damage. We also
may be required to recall some of our products if they become contaminated or
are damaged or mislabeled. A significant product liability judgment against us,
to the extent we are not insured, or a widespread product recall, could have a
materially adverse effect on our business, financial condition and results of
operations.

         Icy Splash is listed as an additional insured on product liability
insurance policies for all food items we distribute. We are currently in the
process of negotiating to include us as an additional insured on product
liability insurance policies with regards to the pharmaceutical products we
distribute.

OUR INTERNATIONAL OPERATIONS EXPOSE US TO NUMEROUS RISKS.

         Currently, we import various lines of specialty foods and HBA products
from Canada, Mexico, Argentina, Honduras, Greece, Turkey, Israel, Egypt, Oman,
China and India. Net sales of these imported items represented approximately 25%
of our net sales in fiscal 2004 and approximately 25% in the first quarter of
2005. We also export over-the-counter pharmaceutical and HBA products to Europe
and the Middle East. Net sales of our exports amounts to approximately 3% of our
net sales in fiscal 2004 and approximately 4% in the first quarter of 2005. We
are subject to a number of factors which may impair our current or future
international opportunities. These include:

        o        economic downturns;
        o        currency exchange rate fluctuations;
        o        international incidents; and
        o        government instability.

                                       14

<PAGE>


OUR PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS OWN A CONTROLLING INTEREST IN
OUR VOTING STOCK AND OTHER SHAREHOLDERS WILL NOT HAVE ANY VOICE IN OUR
MANAGEMENT.

         Our officers and directors, in the aggregate, beneficially own
approximately 84.43% of our outstanding common stock. As a result, these
shareholders, acting together, will have the ability to control substantially
all matters submitted to our shareholders for approval, including:

        o    election of our board of directors;
        o    removal of any of our directors;
        o    amendment of our certificate of incorporation or bylaws; and
        o    adoption of measures that could delay or prevent a change in
             control or impede a merger, takeover or other business
             combination involving us.

         Management's stock ownership may discourage a potential acquirer from
making a tender offer or otherwise attempting to obtain control of us, which in
turn could reduce our stock price or prevent our shareholders from realizing a
premium over our stock price.

FUTURE SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK IN THE PUBLIC MARKET
COULD HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR COMMON STOCK.

         Our officers and directors, in the aggregate, beneficially own
approximately 84.43% of our outstanding common stock. Sales of significant
amounts of shares held by our directors and executive officers, or the prospect
of these sales, could adversely affect the market price of our common stock.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF OUR STOCK.

         The Securities and Exchange Commission (the "SEC") Rule 15g-9 defines a
"penny stock" as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require:

        o    that a broker-dealer approve a person's account for transactions in
             penny stocks; and
        o    the broker-dealer receive from the investor a written agreement to
             the transaction, setting forth the identity and quantity of the
             penny stock to be purchased.
        o    In order to approve a person's account for transactions in penny
             stocks, the broker or dealer must:

                o   obtain financial information and investment experience
                    objectives of the person;
                o   make a reasonable determination that the transactions
                    in penny stocks are suitable for that person and the
                    person has sufficient knowledge and experience in
                    financial matters to be capable of evaluating the risks
                    of transactions in penny stocks; and
                o   deliver, prior to any transaction in a penny stock, a
                    disclosure schedule prescribed by the Commission
                    relating to the penny stock market, which, in highlight
                    form, sets forth the basis on which the broker or
                    dealer made the suitability determination and that the
                    broker or dealer received a signed, written agreement
                    from the investor prior to the transaction.

         Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

                                       15

<PAGE>



         Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for shareholders to dispose of our common stock and cause a decline or other
diminution in the market value of our stock.

NO DIVIDENDS ON OUR COMMON STOCK.

         We have never declared or paid any dividends on our common stock and do
not intend to pay any cash dividends in the foreseeable future. We currently
anticipate that we will retain all of our earnings, if any, for use in the
operation and expansion of our business and, therefore, do not anticipate that
we will pay any cash dividends in the foreseeable future.

                           FORWARD LOOKING STATEMENTS

Statements contained in this Form 10-QSB include "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 that are based on the beliefs and current
expectations of and assumptions made by our management. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which could cause the actual results, performance and achievements, whether
expressed or implied by such forward-looking statements, not to occur or be
realized. Such forward-looking statements generally are based upon our best
estimates of future results, performance or achievement, based upon current
conditions and the most recent results of operations. Forward-looking statements
may be identified by the use of forward-looking terminology such as "may,"
"will," "expect," "believe," "estimate," "anticipate," "continue" or similar
terms, variations of those terms or the negative of those terms. Potential risks
and uncertainties include, among other things, such factors as:

         o   increases in prices of raw materials and finished goods that we
             purchase,
         o   the market acceptance and amount of sales of our products,
         o   our success in increasing revenues and gross profits and in
             reducing or otherwise restraining expenses,
         o   the extent of the enactment, enforcement and strict interpretations
             of laws relating to food production and distribution,
         o   our ability to achieve and manage our growth,
         o   our ability to implement and maintain internal controls,
         o   the competitive environment within the industries in which we
             operate,
         o   our limited geographic concentration of our sales,
         o   our ability to raise additional capital to fund our activities,
         o   our ability to continue as a going concern,
         o   our dependency on key executives, and
         o   the other factors and information disclosed and discussed
             under the "Risk Factors" section of Item 1 and in other
             sections of this Form 10-QSB.

         Readers should carefully consider such risks, uncertainties and other
information, disclosures and discussions which contain cautionary statements
identifying important factors that could cause actual results to differ
materially from those provided in the forward-looking statements. We undertake
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

ITEM 3. CONTROLS AND PROCEDURES
-------------------------------

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

            As required by Rule 13a-15(b) of the Securities Exchange Act of
1934, an evaluation was performed under the supervision and with the
participation of the Chief Executive Officer and Chief Financial Officer of the
effectiveness of the design and operation of our "disclosure controls and
procedures" (as defined under Rule 13a-15(e) and Rule 15d-15(e)) as of the end
of the period covered by our this quarterly report on Form 10-QSB filed

                                       16

<PAGE>



with the SEC. In order to address issues relating to issuances of our shares and
timely filing required disclosures with the SEC, we are in the process of
designing and implementing procedures to assure that all transactions are
properly implemented, with prompt public disclosure to the extent required.

            We are assigning high priority to the short-term and long-term
correction of our internal control and disclosure weaknesses, and we will
continue to evaluate the effectiveness of our internal controls and procedures
on an on-going basis and we will take further action as might be appropriate.
Other than designing the improvements discussed above, there were no significant
changes in internal controls or other factors that could significantly affect
these internal controls.

            In connection with the foregoing, our Chief Executive Officer and
Chief Financial Officer have concluded that, except as noted above, and subject
to the inherent limitations in all control systems, our current disclosure
controls and procedures were effective as of the end of the period covered by
this annual report to ensure that information that is required to be disclosed
in the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and include controls and procedures designed to ensure that information
we are required to disclose in such reports is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls
----------------------------

         There were no significant changes in our internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.



<PAGE>


                                     PART II

ITEM 1. LEGAL PROCEEDINGS
-------------------------

         On March 19, 1997, we filed suit against Icy Splash, Inc., a
predecessor of ours, and a former shareholder of Icy Splash, Inc. in Supreme
Court, Kings County, New York. Our complaint asserted that Icy Splash, Inc. was
misappropriating and/or converting our corporate assets, including the misuse of
our Icy Splash trademark. On March 5, 2003, the Kings County Supreme Court
entered a permanent injunction against the defendants enjoining the defendants
from utilizing or misappropriating our intellectual property, including our
trademark "Icy Splash" or from misappropriating, converting or interfering with
our mail, receivables, or other assets.


         On January 24, 2005, the Appellate Division of the Supreme Court of the
State of New York, Second Judicial Department, reversed the permanent injunction
described above that enjoined Icy Splash, Inc. from utilizing or
misappropriating our intellectual property, on the grounds that we failed to
prove that Icy Splash, Inc. misappropriated our assets. However, the court
stated that we "presented evidence that establishes" our ownership rights to our
assets and trademark of Icy Splash.


         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 AND PURCHASE OF ICY SPLASH FOOD & BEVERAGE, INC.
SECURITIES.
------------------------------------------------------------------------------

            On August 18, 2004, Joseph Aslan, who is a director, and our
President and Chief Executive Officer, Sy Aslan, one of our directors, Shlomo
Aslan, one of our shareholders, Yifat Aslan, our Vice President of Operations,
and Icy Splash entered into an oral agreement, as disclosed on our Form 10-QSB
filed on November 22, 2004, pursuant to which we issued an aggregate of
9,000,000 shares of our common stock to such persons. 5,000,000 of these shares
were issued to Joseph Aslan; 2,000,000 of these shares were issued to Sy Aslan;
1,300,000 of these shares were issued to Yifat Aslan; and 700,000 of these
shares were issued to Shlomo Aslan. These shares were issued in consideration
for our receipt of payments to or on our behalf totaling $540,000 in the
aggregate. The price per share was approximately 75% of the market price per
share at the time of issuance. On April 5, 2005, we entered into a rescission
and stock purchase agreement with Joseph Aslan, Shlomo Aslan, Sy Aslan and Yifat
Aslan. Pursuant to the terms of the rescission and stock purchase agreement, we
cancelled the 9,000,000 shares issued to Joseph Aslan, Shlomo Aslan, Sy Aslan
and Yifat Aslan and in consideration for contributions by these persons in an
aggregate amount of $540,000 through January 7, 2005, we issued 5,400,000 shares
to Sy Aslan, Joseph Aslan, Shlomo Aslan and Yifat Aslan in the aggregate.
3,000,000 shares were issued to Joseph Aslan, 1,200,000 shares were issued to Sy
Aslan, 780,000 shares were issued to Yifat Aslan, and 420,000 shares were issued
to Shlomo Aslan. These shares were issued at the current market price of $0.10
per share.

         On December 2, 2004, Sy Aslan, one of our directors, Joseph Aslan, who
is a director and our President and Chief Executive Officer, Yifat Aslan, our
Vice President of Operations, and Icy Splash entered into a stock agreement
pursuant to which we issued an aggregate of 13,300,000 shares of our common
stock to such persons. 6,000,000 of these shares were issued to Sy Aslan,
6,000,000 of these shares were issued to Joseph Aslan and 1,300,000 of these
shares were issued to Yifat Aslan. These shares were issued in consideration for
the commitment by these persons to provide $1,000,000 in funding. The price per
share was approximately 75% of the market price per share at the time of
issuance. On March 31, 2005, we entered into a rescission and stock purchase
agreement with Joseph Aslan, Sy Aslan and Yifat Aslan. Pursuant to the terms of
the rescission and stock purchase agreement, we cancelled the 13,300,000 shares
issued to Joseph Aslan, Sy Aslan and Yifat Aslan and in consideration for
contributions by these persons in an aggregate amount of $444,999, we issued
3,423,009 shares to Sy Aslan, Joseph Aslan and Yifat Aslan in the aggregate.
1,544,211 shares were issued to Joseph Aslan, 1,544,211 shares were issued

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<PAGE>


to Sy Aslan and 334,587 shares were issued to Yifat Aslan. These shares were
issued at the current market price of $0.13 per share. See Note 4.

         All of the foregoing securities were issued in reliance upon the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

            On April 30, 2005, we purchased 2,000,000 of our shares from Joseph
Anteri for $72,620, or approximately $0.036 per share, and on May 10, 2005, we
cancelled these 2,000,000 shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
----------------------------------------

            None.

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

            None.

ITEM 5. OTHER INFORMATION.
--------------------------

         None.

ITEM 6. EXHIBITS.
-----------------

Exhibit No.  Description
-----------  -----------
10.1         Rescission and Stock Agreement between Sy Aslan, Yifat Aslan,
             Joseph Aslan and Icy Splash, dated March 31, 2005
             (Incorporated by reference to Exhibit 10.2 to our Form 8-K
             (Reg. No.000-26155), filed April 1, 2005).

10.2         Rescission and Stock Agreement by and among Icy Splash,
             Joseph Aslan, Sy Aslan and Yifat Aslan, dated April 5, 2005
             (Incorporated by reference to Exhibit 10.3 to our Form 8-K
             (Reg. No. 000-26155), filed April 6, 2005).

10.3         License and Warehousing Agreement between Icy Splash and MountSpil
             Products Corp., dated April 13, 2005 (Incorporated by reference to
             Exhbit 10.4 to our Form 10-KSB (Reg. No. 000-25155), filed
             April 15, 2005).

10.4         Stock Purchase Agreement between Joseph Anteri and Icy Splash,
             dated April 30, 2005.

31.1         Certification of Chief Executive Officer pursuant to Sarbanes-Oxley
             Section 302(a).

31.2         Certification of Chief Financial Officer pursuant to Sarbanes-Oxley
             Section 302(a).

32.1         Certification of Chief Executive Officer and Chief Financial
             Officer pursuant to 18 U.S.C. Section 1350.

                                       19

<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this quarterly
report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 16, 2005

                                  ICY SPLASH FOOD & BEVERAGE, INC.



                              By:    /s/ Joseph Aslan
                                  ---------------------------------------------
                                  Joseph  Aslan
                                  President Chief Executive Officer and Director



                              By:    /s/ Charles Tokarz
                                  ---------------------------------------------
                                  Charles Tokarz
                                  Chief Financial Officer and Director


                                       20