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

                                   Form 10-QSB

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

                For the quarterly period ended September 30, 1999

                                       OR

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

            For the transition period from ___________ to ___________

                               ------------------

                         Commission file number 0-26155

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


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

                          9-15 166th Street, Suite 5-B
                           Whitestone, New York 11357
                    (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 Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes [x]       No [ ]



          The number of shares outstanding of the issuer's common stock
                      as of November 10, 1999 was 6,600,000



<PAGE>



                                      INDEX

PART I            FINANCIAL INFORMATION

         ITEM 1.   FINANCIAL STATEMENTS

                   a)       Balance Sheets as of September 30, 1999
                            and December 31, 1998.......................3

                   b)       Statements of Operations for the
                            Three and Nine Months Ended
                            September 30, 1999 and 1998.................4

                   c)       Statements of Cash Flows for the
                            Nine Months Ended September 30, 1999
                            and 1998....................................5

                   d)       Notes to Financial Statements...............6 to 12


         ITEM 2 .  MANAGEMENT'S DISCUSSION AND
                   ANALYSIS OF FINANCIAL CONDITION
                   AND RESULTS OF OPERATIONS............................13 to 15




PART II           OTHER INFORMATION

         ITEM 1.   LEGAL PROCEEDINGS....................................16

         ITEM 6.   EXHIBITS AND REPORTS
                   ON FORM 8-K..........................................16

                   a)       EXHIBITS....................................16

                   b)       REPORTS ON FORM 8-K.........................16






                                       2
<PAGE>


PART I            FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                   - ASSETS -
                                                                              September 30,  December 31,
                                                                                  1999          1998
                                                                               ---------      ---------
<S>                                                                            <C>            <C>
CURRENT ASSETS:
     Cash                                                                      $  62,425      $  20,314
     Accounts receivable, net of allowance for doubtful accounts of
          $6,108 and $4,163 for September 30 and December 31, respectively       141,727         69,833
     Notes receivable (Note 3)                                                     9,579         34,610
     Inventory (Note 2d)                                                         118,519         60,881
     Prepaid expenses                                                              3,000          3,000
                                                                               ---------      ---------

TOTAL CURRENT ASSETS                                                             335,250        188,638
                                                                               ---------      ---------

FIXED ASSETS (Note 2c):
     Warehouse equipment                                                           5,000          5,000
     Office equipment                                                             12,279          9,394
                                                                               ---------      ---------
                                                                                  17,279         14,394
     Less: accumulated depreciation                                                6,923          4,673
                                                                               ---------      ---------
                                                                                  10,356          9,721
                                                                               ---------      ---------

                                                                               $ 345,606      $ 198,359
                                                                               =========      =========


                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
     Notes payable (Note 4)                                                    $  65,000      $  65,000
     Accounts payable                                                            106,071         53,900
     Accrued expenses and other current liabilities                               20,331         15,537
     Income taxes payable                                                            454            454
                                                                               ---------      ---------

TOTAL CURRENT LIABILITIES                                                        191,856        134,891
                                                                               ---------      ---------

LONG-TERM LIABILITIES
     Shareholders' loans                                                          56,500           --
                                                                               ---------      ---------

COMMITMENTS AND CONTINGENCIES (Note 8)

SHAREHOLDERS' EQUITY (Note 6):
     Preferred stock, $.001 par value, 1,000,000 shares authorized,
          zero shares issued and outstanding for 1999 and 1998                      --             --
     Common stock, $.001 par value, 50,000,000 shares authorized,
          6,600,000 shares issued and outstanding                                  6,600          6,600
     Additional paid-in capital                                                  153,149        174,587
     Accumulated deficit                                                         (62,499)      (117,719)
                                                                               ---------      ---------
                                                                                  97,250         63,468
                                                                               ---------      ---------

                                                                               $ 345,606      $ 198,359
                                                                               =========      =========
</TABLE>


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



                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                              Nine Months
                                                         Quarter Ended September 30,      Ended September 30,
                                                            1999           1998           1999           1998
                                                          ---------      ---------      ---------      ---------
<S>                                                       <C>            <C>            <C>            <C>
NET SALES (Note 5)                                        $ 175,404      $  43,754      $ 490,418      $ 225,650

COST OF SALES                                               117,466         26,188        326,703        132,321
                                                          ---------      ---------      ---------      ---------

GROSS PROFIT                                                 57,938         17,566        163,715         93,329
                                                          ---------      ---------      ---------      ---------

OPERATING EXPENSES (Note 5):
     Selling expenses - Schedule 1                           21,255         24,903         56,714         52,415
     General and administrative expenses - Schedule 2        18,673         12,259         47,194         38,109
                                                          ---------      ---------      ---------      ---------
                                                             39,928         37,162        103,908         90,524
                                                          ---------      ---------      ---------      ---------

INCOME FROM OPERATIONS                                       18,010        (19,596)        59,807          2,805

OTHER INCOME (EXPENSES):
     Interest expense                                          (657)          (710)        (3,907)          (729)
                                                          ---------      ---------      ---------      ---------

INCOME (LOSS) BEFORE TAXES                                   17,353        (20,306)        55,900          2,076

     Provision for income taxes (Note 2f)                      --             --              680            712
                                                          ---------      ---------      ---------      ---------

NET INCOME                                                $  17,353      $ (20,306)     $  55,220      $   1,364
                                                          =========      =========      =========      =========

EARNINGS (LOSS) PER SHARE (Note 2k):

     Basic                                                $    --        $    --        $    0.01      $    --
                                                          =========      =========      =========      =========
     Diluted                                              $    --        $    --        $    0.01      $    --
                                                          =========      =========      =========      =========
</TABLE>







    The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
                                                                                          1999           1998
                                                                                       ---------      ---------
<S>                                                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net profit (loss)                                                                 $  55,220      $   1,364
     Adjustments to reconcile net income to net cash used in operating activities:
          Depreciation                                                                     2,250          1,689
          Provision for bad debts                                                         11,799         15,907
     Changes in assets and liabilities:
          (Increase) decrease in accounts receivable                                     (73,943)        26,572
          Increase in inventories                                                        (57,638)        (8,362)
          Increase in prepaid expenses                                                      --           (2,000)
          Increase in accounts payable                                                    52,171          1,394
          Decrease in accrued expenses and other current liabilities                      (4,956)        (2,532)
                                                                                       ---------      ---------
               Net cash provided (used) by operating activities                          (15,097)        34,032
                                                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                                             (2,885)        (3,449)
     Increase in note receivable                                                            --          (55,900)
     Repayments of note receivable                                                        25,031         38,850
                                                                                       ---------      ---------
               Net cash provided (used) in investing activities                           22,146        (20,499)
                                                                                       ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from issuance of common stock                                             --           32,700
     Proceeds from short-term debt                                                        65,000        100,000
     Repayments of short-term debt                                                       (65,000)       (25,000)
     Net cost from issuance of common stock                                              (21,438)       (45,933)
     Proceeds from shareholder loans                                                      56,500         88,852
     Repayments of shareholder loans                                                        --         (123,294)
     Deferred offering costs                                                                --           27,886
                                                                                       ---------      ---------
          Net cash provided by financing activities                                       35,062         55,211
                                                                                       ---------      ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                 42,111         68,744

     Cash and cash equivalents, at beginning of period                                    20,314           --
                                                                                       ---------      ---------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                            $  62,425      $  68,744
                                                                                       =========      =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash during the period for:
          Income taxes paid                                                            $     680      $   1,392
          Interest paid                                                                $     657      $     104
</TABLE>


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


                                       5
<PAGE>


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


NOTE   1   -     NATURE OF BUSINESS:

                 Icy Splash  Food and  Beverage,  Inc.  (the  "Company")  is the
                 producer and  distributor  of an all natural,  fruit  flavored,
                 clear and  colored,  carbonated,  refreshing  soft  drink.  The
                 product line is  currently  supplied in a variety of flavors to
                 supermarkets,  grocery  stores  and  convenience  stores in the
                 tri-state  area. The Company was  incorporated  in the State of
                 New York on June 17, 1996.


NOTE   2   -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

                 The  Company's  accounting  policies  are  in  accordance  with
                 generally accepted  accounting  principles.  Outlined below are
                 those policies considered particularly significant.

        (a)      Use of Estimates:

                 In preparing financial  statements in accordance with generally
                 accepted  accounting   principles,   management  makes  certain
                 estimates and assumptions,  where  applicable,  that affect the
                 reported  amounts of assets and  liabilities and disclosures of
                 contingent  assets and liabilities at the date of the financial
                 statements,  as well as the  reported  amounts of revenues  and
                 expenses  during the  reporting  period.  While actual  results
                 could differ from these  estimates,  management does not expect
                 such  variances,  if any,  to  have a  material  effect  on the
                 financial statements.

        (b)      Concentration of Credit Risk/Fair Value:

                 Financial  instruments that potentially  subject the Company to
                 concentrations of credit risk consist principally of cash.

                 The Company,  from  time-to-time,  may maintain  cash  balances
                 which exceed the federal  depository  insurance coverage limit.
                 The Company  performs  periodic  reviews of the relative credit
                 rating of its bank to lower its risk.

                 The carrying  amounts of cash,  accounts  receivable,  accounts
                 payable and accrued expenses  approximate fair value due to the
                 short-term nature of these items.

        (c)      Fixed Assets and Depreciation:

                 Fixed   assets  are   reflected  at  cost.   Depreciation   and
                 amortization  are  provided on a  straight-line  basis over the
                 following useful lives:

                       Warehouse equipment                        5 years
                       Office equipment                           5 years

                 Maintenance  and repairs  are  charged to expense as  incurred;
                 major renewals and betterments are capitalized.


                                       6
<PAGE>

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


NOTE   2   -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

        (d)      Inventories:

                 Inventories are stated at the lower of cost or market (first-in
                 first-out method) and consist of only raw materials.

                 Inventory consists of the following:

                                                 September 30,    December 31,
                                                     1999             1998
                                                   --------         -------
      Finished product                             $ 15,351         $    --
Flavoring , bottles and packaging materials         103,168          60,881
                                                   --------         -------
                                                   $118,519         $60,881
                                                   ========         =======

        (e)      Deferred Offering Costs:

                 Deferred  offering  costs  were  incurred  by  the  Company  in
                 conjunction  with a private  placement  offering  (see Note 6).
                 Although the exercise of warrants has not been completed  these
                 costs were charged against  additional paid-in capital upon the
                 completion of the offering.

        (f)      Income Taxes:

                 The  Company  utilizes  Financial   Accounting  Standard  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.

                 The Company has a net  operating  loss  carryforward  as of its
                 year end,  December 31, 1998, of  approximately  $100,000 which
                 may be applied against future taxable income, and which expires
                 in the year 2012.  Since there is no assurance that the Company
                 will generate future taxable income to utilize the deferred tax
                 asset resulting from the net operating loss  carryforward,  the
                 Company has not recognized this asset.

          (g)    Statements of Cash Flows:

                 For  purposes  of the  statement  of cash  flows,  the  Company
                 considers  all  highly  liquid  investments  purchased  with an
                 original   maturity  of  three   months  or  less  to  be  cash
                 equivalents.



                                       7
<PAGE>

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



NOTE   2   -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

          (h)    Comprehensive Income:

                 In June 1997, the Financial  Accounting  Standards Board issued
                 Statement No. 130 "Reporting Comprehensive Income"("SFAS 130"),
                 which prescribes  standards for reporting  comprehensive income
                 and its  components.  SFAS 130 is  effective  for fiscal  years
                 beginning after December 15, 1997. Since the Company  currently
                 does not have any items of comprehensive income, a statement of
                 comprehensive income is not yet required.

          (i)    Advertising Costs:

                 Advertising costs, which are included in selling expenses,  are
                 expensed as incurred.  For nine months ended September 30, 1999
                 and 1998 advertising  costs,  including  promotion,  aggregated
                 $25,567 and $20,452, respectively.

          (j)    Revenue Recognition:

                 The Company recognizes operating revenue upon shipment of goods
                 to customer.

          (k)    Earnings Per Share

                 The Company has adopted  Financial  Accounting  Standards Board
                 Statement No. 128 "Earnings Per Share" ("SFAS 128"),  which has
                 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.

                 The following  average shares were used for the  computation of
                 basic and diluted earnings per share:


                 Nine months ended September 30,           1999          1998
                                                       -----------   -----------
                 Basic                                  6,600,000     6,232,462
                 Diluted                                7,550,000     6,458,038

          (l)    Stock Based Compensation

                 SFAS No. 123 "Accounting For Stock Based Compensation" requires
                 the Company to either record compensation expense or to provide
                 additional  disclosure  with  respect to stock awards and stock
                 option grants made after  December 31, 1994.  The  accompanying
                 notes to financial  statements include the disclosure  required
                 by SFAS No. 123.



                                       8
<PAGE>


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




NOTE   3   -     NOTES RECEIVABLE:

                 At  September  30, 1999 and  December  31, 1998 the Company was
                 owed $1,485 and $15,565,  respectively,  from a vendor who is a
                 co-packer of the Company's  products.  The vendor had agreed to
                 pay back the loan by providing services equal to $1,500 a month
                 for 12 months beginning June 1, 1998. At September 30, 1999 the
                 co-packer has provided  services and made payments.  Management
                 believes the  remaining  balance at September 30, 1999 is fully
                 collectible.

                 At  September  30, 1999 and  December  31, 1998 the company was
                 owed   $24,344  and  $25,544,   respectively,   by  a  customer
                 (distributor)  for the  Company's  products.  The  customer has
                 agreed  to pay at least  $1,000 a month  beginning  August  15,
                 1998,  with no interest  if the entire  balance is paid by June
                 1999  and  1.1%  interest  per  month  on  the  unpaid  balance
                 thereafter.  At  September  30,  1999,  the  customer  had paid
                 approximately  six of fourteen  payments  due. A new  agreement
                 with the customer for brokerage  services should accelerate the
                 payments  by   providing   services  for   payments.   Although
                 Management  is  confident  the balance due will  ultimately  be
                 paid,  a  collection  allowance  of $16,250  has been  recorded
                 against this note.


NOTE   4   -     NOTE PAYABLE:

                 On June 30, 1999, the Company  received a bank loan aggregating
                 $65,000  with an  annual  interest  rate of  4.5%,  payable  on
                 December 22, 1999. The bank loan is secured by  certificates of
                 deposit belonging to two major shareholders.  Proceeds from the
                 note were used to repay a $65,000  loan due on May 31, 1999 and
                 extended  to June 30,  1999 by the lender at the request of the
                 Company.


NOTE   5   -     RELATED PARTY TRANSACTIONS:

          (a)    During December 1998, the Company initiated sales of product to
                 a  distributor.  Certain  members of  management of the company
                 have personally agreed to provide financing and  organizational
                 support  to the  distributor.  In  exchange  for the  financial
                 support the  distributor  agreed to provide  experience,  sales
                 representatives,   contacts   and  a   full-service   operating
                 distribution  business  including  a  warehouse  for,  but  not
                 limited to, the Company's  product.  The shareholders  have not
                 received any form of  compensation  or other benefits for their
                 loans and managerial  assistance.  Management believes that all
                 transactions  between the Company  and the  distributor  are at
                 arm's  length.  For the nine months ended  September  30, 1999,
                 approximate  sales were $245,479 and accounts  receivable  were
                 $54,690 (see Note 7). At September 30, 1999, financing provided
                 to  this  distributor  by  members  of  management   aggregated
                 approximately $160,000.

          (b)    On March  19,  1998,  the  Company  entered  into a  consulting
                 agreement  with an  individual  to act as the  Company's  Chief
                 Financial  Officer.  As part  of the  consideration  for  these
                 services, the Company would issue 20,000 shares of common stock
                 , at a value of $1,600.  To date,  the shares of stock have not
                 been issued,  although the  accompanying  financial  statements
                 reflect an accrual for compensation expense in 1998.


                                       9
<PAGE>


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




NOTE   6   -     STOCKHOLDERS' EQUITY:

                 Recapitalization:

                 On February 13, 1997,  the  stockholders  and  directors of the
                 Company  adopted   resolutions  to  amend  the  Certificate  of
                 Incorporation to change the  capitalization of the Company from
                 200 shares no par value to 50,000,000 shares at $.001 par value
                 and to restate the number of issued and  outstanding  shares to
                 6,100,000 shares.


                 Private Placement Offering:

                 During 1998, the Company commenced selling common stock through
                 a private placement memorandum. The offering is for the sale of
                 10,000 units at an offering  price of $5.00 per unit, of which,
                 each  unit  consists  of 50  shares  of  common  stock  and  95
                 redeemable common stock purchase warrants. The common stock and
                 warrants  may  be  separately  transferred  at any  time  after
                 issuance,  subject to  restrictions  contained  in the  private
                 placement  memorandum.  Each  warrant  entitles  the  holder to
                 purchase  one share of the  Company's  common stock for $1. The
                 exercise  price  of the  warrants  and  the  number  of  shares
                 issuable  upon  exercise of the  warrants  are also  subject to
                 adjustment to protect  against  dilution.  The Company may also
                 redeem the  warrants  at a price of $.01 per  warrant  upon the
                 occurrence of certain market conditions. Unless extended by the
                 Company,  the warrants  will expire on January 20, 2000.  As of
                 September 30, 1999,  all 10,000 units have been sold.  Costs in
                 excess of proceeds received  aggregating $46,187 were reflected
                 as a reduction of shareholders' equity at September 30, 1999.

                 The common  stock and  warrants  included  in the unit have not
                 been  registered,  and  are  not  required  to  be,  under  the
                 Securities Act of 1933 ("the Act").  These securities have been
                 offered  in the  absence  of any  registration  under  the  Act
                 through the Company's  intended  compliance with Rule 504 under
                 Regulation D promulgated  under the Act.  Pursuant to Rule 504,
                 the  shares are freely  transferable  subject to various  state
                 securities laws.


NOTE   7   -     ECONOMIC DEPENDENCY:

                 For the nine  months  ended  September  30,  1999  sales to two
                 customers  exceeded  10%  of the  Company's  total  sales.  The
                 approximate   sales  to  these   customers  were  $245,479  and
                 $125,184,  respectively.  The corresponding accounts receivable
                 from these customers were $54,690 and $0, respectively.

                 For the nine  months  ended  September  30,  1998  sales to two
                 customers  exceeded  10%  of the  Company's  total  sales.  The
                 approximate sales to these customers were $121,908 and $53,638,
                 respectively.  The corresponding accounts receivable from these
                 customers were $0 and $0, respectively.



                                       10
<PAGE>


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




NOTE   8   -     COMMITMENTS AND CONTINGENCIES:

                 Litigation:


                 The Company was a defendant  in a lawsuit  involving  leasehold
                 property  for  which  the  plaintiff   claims  the  Company  is
                 responsible.  A motion to dismiss was pending before the court.
                 The  likelihood of a favorable  outcome was  anticipated by the
                 Company's counsel,  therefore no provision has been made in the
                 financial  statements  relating to this matter.  As of December
                 31, 1998 this lawsuit was dismissed.

                 The  Company is a  plaintiff  in a lawsuit  with a  predecessor
                 company,  "Icy Splash,  Inc.," and a former  shareholder of Icy
                 Splash,  Inc.  This case is  presently  pending in the  Supreme
                 Court,  Kings  County.  The Company  has secured a  preliminary
                 injunction   against  the   defendants   enjoining   them  from
                 misappropriating  the Company's  intellectual  property rights,
                 including the use of the trademark "Icy Splash". The defendants
                 initially  filed a notice of appeal relating to the injunction.
                 However, their time to perfect the appeal has expired. The case
                 to convert the preliminary injunction to a permanent injunction
                 is proceeding on the merits.



                                       11
<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                  SCHEDULES SUPPORTING STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                     Quarter Ended September 30,     Nine Months Ended September 30,
                                                        1999             1998             1999             1998
                                                    ------------     ------------     ------------     ------------
<S>                                                 <C>              <C>              <C>              <C>
SELLING EXPENSES - Schedule 1:
Freight and delivery                                $      8,765     $      1,895     $     25,322     $      9,985
Promotion                                                 10,590              310           25,257              310
Slotting fees                                                115           21,176              827           21,176
Advertising                                                  132            1,140              310           20,142
Other selling expenses                                     1,653              382            4,998              802
                                                    ------------     ------------     ------------     ------------
TOTAL SELLING EXPENSES                              $     21,255     $     24,903     $     56,714     $     52,415
                                                    ============     ============     ============     ============


GENERAL AND ADMINISTRATIVE EXPENSES-Schedule 2:
Automotive expenses                                 $      2,486     $      2,587     $      4,925     $      5,783
Bad debt expense                                           3,354            5,837           11,799           15,907
Depreciation                                                 750              589            2,250            1,689
Insurance                                                  1,644             --              7,011              754
Miscellaneous expense                                        362              107              511              597
Professional fees                                          5,551             --              7,268            4,000
Rent                                                        --               --              1,079             --
Repairs and maintenance                                     --               --                898             --
Office expense                                               356              889              894              920
Telephone                                                  2,795            1,811            7,660            5,177
Travel and entertainment                                   1,375              439            2,889            3,282
                                                    ------------     ------------     ------------     ------------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES           $     18,673     $     12,259     $     47,184     $     38,109
                                                    ============     ============     ============     ============
</TABLE>



                                       12
<PAGE>

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

RESULTS OF OPERATIONS

Net sales for Icy Splash Food & Beverage, Inc. (the "Company") increased 300.0%,
from $43,754 to $175,404, in the third quarter of 1999 and 117.3%, from $225,650
to  $490,418,  year to date versus  comparable  periods for 1998.  The  increase
reflects  the  introduction  of a new  line of  products,  Icy  Splash  - Second
Generation,  at the end of December 1998. While the Company's  original product,
Icy Splash - Clear, accounted for all beverage sales in the first three quarters
of 1998,  it  accounted  for 29.9% of beverage  sales for the third  quarter and
32.5%  year to date in  1999.  Icy  Splash - Second  Generation  sales  are less
seasonal  than Icy  Splash - Clear,  making  the  Company's  sales  volume  less
susceptible  to dramatic  decreases in sales  volume as in the third  quarter of
1998.

The gross profit margin  decreased to 33.0% in the third  quarter of 1999,  from
40.2% in the  third  quarter  of 1998,  and to 33.4% for the nine  months  ended
September  30,  1999,  from 41.4% for the same period in 1998.  The  decrease in
profit  margin  for both  periods  was caused by the  introduction  of the lower
profit margin line of products,  Icy Splash - Second Generation,  into the sales
mix.

Selling  expenses  were  $21,255  in the third  quarter of 1999,  compared  with
$24,903 in the third  quarter of 1998,  12.1% and 56.9% of sales,  respectively.
For the first nine months of the year  selling  expenses  were  $56,714 in 1999,
compared  with  $52,415 for the same  period in 1998,  11.6% and 23.2% of sales,
respectively.  The increase in the dollar volume of selling  expenses in 1999 is
due to the increase in sales  volume,  while the decrease in percentage of sales
is due to the lower selling costs  associated with the new product line.  During
the first nine months of 1999,  $25,257 of promotion  expenses (sales  discounts
and giveaways) were expended  predominately to promote sales of the Icy Splash -
Second Generation product line, compared with $310 to promote Icy Splash - Clear
in 1998.  However,  during the first nine months of 1998 there were  advertising
expenditures of $20,142 for advertising media, including video, compared to $310
in 1999.

General and  administrative  expenses were $18,673 in the third quarter of 1999,
compared  with $12,259 in the third  quarter of 1998,  10.6% and 28.0% of sales,
respectively.  For the first nine  months of 1999,  general  and  administrative
expenses were $47,194,  compared with $38,109 for the same period in 1998,  9.6%
and  16.9%  of  sales,   respectively.   While  the   decrease  of  general  and
administrative  expenses as a percentage  of sales  demonstrates  that growth of
sales has been accomplished without a corresponding growth of overhead expenses,
there has been a significant  increase in insurance,  due to more  comprehensive
insurance  coverage in 1999.  Professional fees were $5,551 in the third quarter
of 1999,  compared with none in the third quarter of 1998, 3.2% and 0% of sales,
respectively.  For the first nine months of 1999  professional fees were $7,268,
compared  with  $4,000  for the same  period  in 1998,  1.5% and 1.8% of  sales,
respectively.   As  the  Company  completes  its  10-SB  registration  with  the
Securities  and Exchange  Commission and continues  filing  quarterly and annual
reports,  professional fees will probably continue to increase. Bad debt expense
was $11,799 for the first nine months of 1999 versus $15,907 for the same period
of  1998,  2.4%  and  7.1%  of  sales,  respectively.  The  Company  anticipates
continuing  lower bad debt expense as a percentage  of sales for 1999 due to the
quality of its current distributors (customers). Other expenses with significant
differences as a percentage of sales between 1999 and 1998 are temporary, timing
differences.


                                       13
<PAGE>

Income from operations for the third quarter of 1999 was $18,010, an increase of
$37,606 from the third  quarter of 1998,  with an operating  margin of 10.3% for
1999 and (44.8%) for 1998,  reflecting an increase in sales volume,  an increase
in operating costs, lower gross profit margin for Icy Splash - Second Generation
and a seasonal  fluctuation of sales volume in the third quarter of 1998. Income
from  operations  and operating  margin for the nine months ended  September 30,
1999 were  $59,807  and 12.2%,  compared  to $2,805 and 1.2% for the nine months
ended September 30, 1998.

Interest  expense  increased from $729 to $3,907 year to date in 1999 versus the
comparable  period in the prior  year.  There was an  outstanding  $65,000  note
payable for all nine months  during 1999 and a $75,000 note payable for only one
month during 1998.


LIQUIDITY AND CAPITAL RESOURCES

Working capital  increased  $89,647 from December 31, 1998 to September 30, 1999
because  proceeds  of  profitable  operations  were used to fund  inventory  and
receivables.

Net cash flow used by operating activities was $15,097 for the nine months ended
September 30, 1999,  while  $34,032 was provided by  operations  during the same
period of 1998.  During 1999, cash was  predominately  used to fund increases in
accounts  receivable  and  inventory in order to  facilitate  increases in sales
volume.  During 1998, sales volume suffered a dramatic  seasonal downturn in the
third quarter,  which  decreased  receivables and inventory,  thereby  providing
cash.

During  the first nine  months of 1999,  $25,031  was  collected  against  notes
receivable,  while during the same nine months of 1998,  $55,900 was loaned to a
vendor and $38,850 of the loaned amount was repaid. The Company made a loan to a
vendor to help fund capital  improvements.  Repayment was recorded as the vendor
performed services for the Company. The Company purchased $2,885 of fixed assets
during  the three  quarters  ended  September  30,  1999 and $3,449 for the same
period in 1998.

During the nine months  ended  September  30,  1999,  a $65,000 note payable was
refinanced  and $56,000 was borrowed from  shareholders  to fund the doubling of
accounts  receivable  and  inventory  caused by  increased  sales  volume  since
December 31, 1998.  During the nine months ended September 30, 1998, the Company
received $32,700 of equity from a private placement and $88,852 from shareholder
loans.  Also,  during the third quarter of 1998,  shareholder  loans of $123,294
were  repaid by a  $100,000  third  party note  payable  and funds  provided  by
operations and $25,000 of the third party loan was repaid prior to September 30,
1998.  Costs of $21,438 and $18,047 were expended in the first three quarters of
1999 and 1998,  respectively,  for a private  offering under Regulation D of the
Securities  Act of  1933,  as  amended,  and the  anticipated  secondary  public
offering of shares of the Company's common stock.




                                       14
<PAGE>


YEAR 2000 COMPLIANCE

     The Year 2000 issue arises as the result of computer  programs  having been
written, and systems having been designed,  using two digits rather than four to
define the applicable  year ("Year 2000").  Consequently,  such software has the
potential  to  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  a  system  failure  or  miscalculation   causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

     The Company does not expect to be affected by Year 2000 as it does not rely
on  date-sensitive   software  or  affected  hardware.   The  Company's  current
accounting and other systems were purchased "off-the-shelf". The Company intends
to timely update its  accounting  and other  systems which are  determined to be
affected by Year 2000 by purchasing  Year 2000  compliant  software and hardware
available from retail vendors at reasonable cost.

     To date,  the Company has not devised a  contingency  plan for a worst case
scenario  resulting  from Year  2000.  The  Company  does not intend to create a
contingency  plan at this  time  since  Management  has  determined  that such a
contingency  plan  would not be cost  beneficial  to the  Company  where it only
relies on software and systems for internal accounting purposes.

     Management  has not yet  contacted  other  companies on whose  services the
Company  depends to  determine  whether  such  companies'  systems are Year 2000
compliant.  If the systems of the companies or other companies on whose services
we depend, including the Company's customers, are not Year 2000 compliant, there
could be a material  adverse  effect on the  Company's  financial  condition  or
result of operations.



                                       15
<PAGE>


PART II          OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS

     On March  19,1997,  the Company  filed suit  against Icy  Splash,  Inc.,  a
predecessor of the Company,  and a former  shareholder of Icy Splash,  Inc. This
case is  presently  pending in the  Supreme  Court,  Kings  County.  The Company
secured a preliminary  injunction  against the  defendants  enjoining  them from
misappropriating the Company's intellectual property rights including the use of
the trademark  "Icy Splash." The defendants  initially  filed a notice of appeal
relating  to the  injunction.  However,  their  time to  perfect  the appeal has
expired.  The  case  to  convert  the  preliminary  injunction  to  a  permanent
injunction is proceeding on the merits.  Management believes that this suit will
be resolved in favor of the Company, although there can be no assurance.



ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K

                 a)       Exhibit 27 -  Financial Data Schedule.

                 b)       The  Registrant  did not file any  reports on Form 8-K
                          for events which occurred during the nine months ended
                          September 30, 1999.











                                       16
<PAGE>

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                               ICY SPLASH FOOD & BEVERAGE, INC.

Dated: November 12, 1999                       By:  /s/ Joseph Aslan
                                                    ----------------------------
                                                    Joseph Aslan,
                                                    President


Dated: November 12, 1999                       By:  /s/ Charlie Tokarz
                                                    ----------------------------
                                                    Charlie Tokarz
                                                    Chief Financial Officer






                                       17