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


                                   FORM 10-QSB
(Mark  One)

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

    For the Quarterly Period Ended September 30, 2005

                                       OR


[ ] Transition Report Under 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)

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

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                                                                 Yes [X] No [ ]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
                                                                 Yes [ ] No [X]

     State the number of shares outstanding of the issuer's common equity
as of the latest practicable date: 17,898,509 shares of the issuer's common
stock were issued and outstanding as of November 1, 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 September 30, 2005
                (unaudited) and December 31, 2004...........................  2
            Statements of Operations for the three and nine months
                ended September 30, 2005 and 2004 (unaudited)...............  3
            Statements of Cash Flows for the nine months ended
                September 30, 2005 and 2004 (unaudited).....................  4
            Notes to Financial Statements (unaudited) ......................  5
Item 2.     Management's Discussion and Analysis............................  7
Item 3.     Controls and Procedures......................................... 18

PART II

Item 1.     Legal Proceedings............................................... 19
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds..... 19
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 and Reports on Form 8-K................................ 19
            Signatures ..................................................... 20



<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                September 30,       December 31,
                                                                                                     2005               2004
                                                                                               ---------------    ---------------
                                                                                                 (Unaudited)
<S>                                                                                            <C>                <C>
ASSETS:
CURRENT ASSETS:
  Cash                                                                                            $    72,904         $   59,673
  Accounts receivable, net of allowance for doubtful accounts of $53,406 at September 30, 2005
        and $17,075 at December 31, 2004, respectively.                                               278,042            104,378
     Inventory                                                                                        685,325            428,914
     Prepaid expenses                                                                                  55,343              7,258
                                                                                               ---------------    ---------------
TOTAL CURRENT ASSETS                                                                                1,091,614            600,223
                                                                                               ---------------    ---------------

FIXED ASSETS:
     Production equipment                                                                             105,171              2,600
     Warehouse equipment                                                                                5,000              5,000
     Office equipment                                                                                  20,398             17,098
     Leasehold improvements                                                                             1,967              1,967
                                                                                               ---------------    ---------------
                                                                                                      132,536            26,665
     Less: accumulated depreciation                                                                    32,130            22,233
                                                                                               ---------------    ---------------
                                                                                                      100,406             4,432
                                                                                               ---------------    ---------------
Other assets
                                                                                                       21,270              5,000
                                                                                               ---------------    ---------------
TOTAL ASSETS                                                                                      $ 1,213,290         $  609,655
                                                                                               ===============    ===============

LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
     Accounts payable                                                                             $   736,594         $  359,660
     Accrued expenses and other current liabilities                                                    53,265              2,911
     Shareholders' loans                                                                              157,778                 --
     Income taxes payable                                                                                 344                457
                                                                                               ---------------    ---------------

TOTAL CURRENT LIABILITIES                                                                             947,981            363,028
                                                                                               ---------------    ---------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
     Preferred stock, $.001 par value, 1,000,000 shares authorized,
       0 shares issued and outstanding at September 30, 2005 and December 31, 2004.                        --                 --
     Common stock, $.001 par value; 50,000,000 shares authorized, 17,898,509 and 33,375,500
       shares issued and outstanding at September 30, 2005 and December 31, 2004, respectively         17,899             33,376
     Additional paid-in-capital                                                                     1,716,002          2,328,146
     Accumulated deficit                                                                           (1,468,592)        (1,083,539)
     Stock subscription receivable                                                                          --        (1,031,356)
                                                                                               ---------------    ---------------
     Total shareholders' equity
                                                                                                      265,309            246,627
                                                                                               ---------------    ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                        $ 1,213,290         $  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                 For the Nine Months
                                                           Ended September 30,                  Ended September 30,
                                                           -------------------                  -------------------
                                                         2005              2004               2005               2004
                                                         ----              ----               ----               ----
<S>                                                <C>                <C>                <C>                <C>
NET SALES                                          $   1,523,840      $   517,941        $   4,308,853      $   1,147,288
                                                   --------------     --------------     --------------     --------------
COST OF GOODS SOLD:
     Inventory - beginning of period                     781,520            249,846            428,914            107,539
     Purchases                                         1,191,784            433,941          3,942,183          1,064,084
                                                   --------------     --------------     --------------     --------------
                                                       1,973,304            683,787          4,371,097          1,171,623
     Inventory - end of period                           685,325            283,043            685,325            283,043
                                                   --------------     --------------     --------------     --------------
TOTAL COST OF GOODS SOLD                               1,287,979            400,744          3,685,772            888,580
                                                   --------------     --------------     --------------     --------------
GROSS PROFIT                                             235,861            117,197            623,081            258,708
                                                   --------------     --------------     --------------     --------------

OPERATING EXPENSES:
     Selling expenses                                    173,636             86,396            508,492            170,177
     General and administrative expenses                 143,891             61,941            499,300            148,899
                                                   --------------     --------------     --------------     --------------
                                                         317,527            148,337          1,007,792            319,076
                                                   --------------     --------------     --------------     --------------

LOSS FROM OPERATIONS                                     (81,666)           (31,140)          (384,711)           (60,368)

     Provision for income taxes                              114                382                342                610
                                                   --------------     --------------     --------------     --------------

NET LOSS                                           $    ( 81,780)     $     (31,522)     $    (385,053)     $     (60,978)
                                                   ==============     ==============     ==============     ==============

LOSS PER SHARE:

     Basic and diluted                             $       (0.00)     $       (0.00)     $       (0.02)     $       (0.00)
                                                   ==============     ==============     ==============     ==============

     Weighted average shares                          17,898,509         14,902,891         23,399,349         12,599,644
                                                   --------------     --------------     --------------     --------------
</TABLE>

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


                                       3

<PAGE>


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                       For the Nine Months
                                                                                                       Ended September 30,
                                                                                               --------------------------------
                                                                                                    2005              2004
                                                                                               --------------    --------------
<S>                                                                                            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss)                                                                                $    (385,053)    $     (60,978)
     Adjustments to reconcile net loss to net cash (used in) operating activities:
       Depreciation                                                                                    9,897               300
       Provision for bad debts                                                                        36,331            11,699
            Stock issued for services                                                                     --             2,450
     Changes in assets and liabilities:
       (Increase) in accounts receivable                                                            (209,995)         (106,083)
       (Increase) in inventories                                                                    (256,411)         (175,504)
       (Increase) in prepaid expense                                                                 (48,085)                --
       (Increase) in other assets                                                                    (16,270)           (2,000)
       Increase in accounts payable                                                                  376,934            74,785
       Increase in accrued expenses and other current liabilities                                     50,241             5,350
                                                                                               --------------    --------------
     Net cash (used in) operating activities                                                        (442,411)         (249,981)
                                                                                               --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                                                       (105,871)           (1,797)
                                                                                               --------------    --------------
     Net cash (used in) investing activities                                                        (105,871)           (1,797)
                                                                                               --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from stock sales                                                                       444,999                --
     Proceeds from shareholders loans                                                                158,410           358,987
     Repayments of shareholders loans                                                                (41,896)          (55,407)
                                                                                               --------------    --------------
     Net cash provided by financing activities                                                       561,513           303,580
                                                                                               --------------    --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                             13,231            51,802
     Cash and cash equivalents, at beginning of period                                                59,673             2,688
                                                                                               --------------    --------------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                                    $      72,904     $      54,490
                                                                                               ==============    ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash used during the period
     for:
       Income taxes paid                                                                       $         455     $         723

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS
     13,300,000 shares of common stock and corresponding subscription receivable rescinded     $   1,000,000     $          --
     Repurchase of 2,000,000 shares of common stock.                                           $      72,620     $          --
</TABLE>

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


                                       4

<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2005
                                   (Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:

         The accompanying unaudited interim financial statements of Icy Splash
Food & Beverage, Inc. (the "Company") have been prepared by the Company in
accordance with accounting principles generally accepted in the United States of
America ("generally accepted accounting principles") for interim financial
statements and with the instructions to Form 10-QSB and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of only
normal and recurring accruals) considered necessary to present fairly the
financial position of the Company on an interim basis as of September 30, 2005
and December 31, 2004, the results of operations for the three and nine months
ended September 30, 2005 and September 30, 2004 and the cash flows for the nine
months ended September 30, 2005 and September 30, 2004, have been included.

         The results for the three and nine months ended September 30, 2005 and
September 30, 2004 are not necessarily indicative of the results for an entire
year. These unaudited interim financial statements should be read in conjunction
with the Company's audited financial statements and notes thereto included in
the Company's Form 10-KSB for the fiscal year ended December 31, 2004, as
amended.

         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 amounts in the 2004 Financial Statements have been reclassified
to conform with the current period presentation.

NOTE 2 - GOING CONCERN:

         As shown in the accompanying financial statements, the Company has
incurred continuing losses and has an accumulated deficit of $1,468,592 as of
September 30, 2005. The ability of the Company to continue as a going concern is
dependent on obtaining financing and generating cash flow from operations. The
Company is actively pursuing additional financing 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 September 30, 2005, the Company owed three of its shareholders an
aggregate of $157,778. These loans are unsecured, non-interest bearing and
payable upon demand.


                                       5

<PAGE>


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
13,300,000 shares of common stock which were issued to Joseph Aslan, Sy Aslan
and Yifat Aslan in the fourth quarter of 2004 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 initial
13,300,000 shares of common stock were issued to Joseph Aslan, Sy Aslan and
Yifat Aslan pursuant to an agreement under which such persons would invest
$1,000,000 in the Company.

         On April 5, 2005, 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 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 then-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, 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 30, 2005, the Company purchased 2,000,000 shares of its common
stock from Joseph Anteri for a commitment to pay him $72,620, or approximately
$0.036 per share. On May 10, 2005, the Company cancelled these 2,000,000 shares.
As of September 30, 2005, the Company owed Mr. Anteri $26,224, which it paid in
November 2005.

NOTE 5 - ECONOMIC DEPENDENCY:

         For the three months ended September 30, 2005, purchases from MountSpil
Products Corp. ("MountSpil"), a vendor, amounted to $61,222 or 4.7%, of the
Company's total purchases of inventory. For the nine months ended September 30,
2005, purchases amounted to $474,578, or 11.7%, of the Company's total purchases
of inventory. At September 30, 2005, the amount due this supplier was $50,770.

NOTE 6 - COMMITMENTS AND CONTINGENCIES:

         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.


                                       6

<PAGE>


NOTE 7 - SEGMENT INFORMATION

         Effective January 1, 2005, the Company has measured 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 and over-the-counter pharmaceuticals.
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. Intersegment sales and
transfers are recorded at market prices and eliminated in segment consolidation.

         The table below presents information about the Company's reportable
segments:
<TABLE>
<CAPTION>
                                              For the Three Months Ended September 30, 2005
                                              ---------------------------------------------
                                          Icy Splash      Mountspil      Handmade         Total
                                          ----------      ---------      --------         -----
<S>                                      <C>              <C>            <C>          <C>
Net sales                                $   525,409      $ 944,126      $  54,305    $ 1,523,840
(Loss)/Income from operations            $   (90,005)     $  26,337      $ (17,998)   $   (81,666)
Identifiable assets                      $   527,899      $ 552,612      $ 132,779    $ 1,213,290
Depreciation expense                     $       100      $      --      $   3,777    $     3,877
Capital expenditures                     $     3,300      $      --      $   4,800    $     8,100

                                              For the Nine Months Ended September 30, 2005
                                              --------------------------------------------
                                          Icy Splash      Mountspil      Handmade         Total
                                          ----------      ---------      --------         -----

Net sales                                $ 1,653,616     $2,510,142      $ 145,095    $ 4,308,853
(Loss)/Income from operations            $  (344,363)    $   13,012      $ (53,360)   $  (384,711)
Identifiable assets                      $   527,899     $  552,612      $ 132,779    $ 1,213,290
Depreciation expense                     $       300     $       --      $   9,597    $     9,897
Capital expenditures                     $     3,300     $       --      $ 102,571    $   105,871
</TABLE>


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

                           FORWARD-LOOKING STATEMENTS

         Statements contained in this Form 10-QSB include forward-looking
statements 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;


                                       7

<PAGE>

         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.

Management 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
health and beauty aids, including, milk and dairy and over-the-counter
pharmaceuticals. 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.

         As shown in the accompanying financial statements, we have incurred
continuing losses and have an accumulated deficit of ($1,468,592) as of
September 30, 2005. Our ability to continue as a going concern is dependent on
obtaining financing and generating cash flow from operations. We are actively
pursuing additional financing and seeking to expand our business. The financial
statements do not include any adjustments that might be necessary if we are
unable to continue as a going concern.

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 the 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
nine months ended September 30, 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.


                                       8

<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.

Fixed Assets
------------

         Fixed assets are recorded at cost and are 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 production equipment, warehouse equipment, office equipment, or leasehold
improvements could also result in shortened useful lives. In those cases where
we determine that the useful life of fixed assets 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 offered from time to time vary by customer. All sales
incentives require our customers to purchase our products and claim the sales
incentive within a certain time period (referred to as the "claim period").
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. Accordingly, 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:


                                       9

<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 with the
customer and/or the customer's form of payment. 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 issue
any rebates immediately upon delivery to our customers.

         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.

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


                                       10

<PAGE>



assets due to operating losses aggregated approximately $515,000 at September
30, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AS
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004

Net Sales
---------

         Net sales increased by $1,005,899, or 194.2%, from $517,941 for the
three months ended September 30, 2004 to $1,523,840 for the three months ended
September 30, 2005 and increased by $3,161,565, or 275.6%, from $1,147,288 for
the nine months ended September 30, 2004 to $4,308,853 for the nine months ended
September 30, 2005. For the three months ended September 30, 2005, net sales of
Icy Splash (TM) Clear, and other manufacturers' products, before price discounts
and other sales incentives, were 1.5%, and 98.5%, respectively, of our net
sales, and for the nine months ended September 30, 2005, net sales of Icy Splash
(TM) Clear, and other manufacturers' products, before price discounts and other
sales incentives, were 2.6%, and 97.4%, respectively, of our net sales. For the
three months ended September 30, 2004, net sales of Icy Splash (TM) Clear, and
other manufacturers' products, before price discounts and other sales
incentives, were 9.4 %, and 90.6%, respectively, of our net sales, and for the
nine months ended September 30, 2004 net sales of Icy Splash (TM) Clear, and
other manufacturers' products, before price discounts and other sales
incentives, were 16.8%, and 83.2%, 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 of sales of Icy Splash beverages. The increase in sales of
third-party manufacturers' products of $1,031,706, or 220%, for the three months
ended September 30, 2005, as compared to the three months ended September 30,
2004, and $3,243,633 or 340% for the nine months ended September 30, 2005, as
compared to the nine months ended September 30, 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 September 30, 2005, new bakery products,
new dairy products and new specialty food products accounted for sales of
$54,306, $991 and $944,126, respectively. For the nine months ended September
30, 2005, new bakery products, new dairy products and new specialty food
products accounted for sales of $145,095, $220,687 and $2,510,142,
respectively.

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

         Our gross profit increased by $118,664, or 101.3%, from $117,197 for
the three months ended September 30, 2004 to $235,861 for the three months ended
September 30, 2005, and our gross profit increased by $364,373, or 140.8%, from
$258,708 for the nine months ended September 30, 2004 to $623,081 for the nine
months ended September 30, 2005, in each case primarily due to increased sales
volume of third-party products. Our gross profit margin decreased to 15.5% for
the three months ended September 30, 2005 from a gross profit margin of 22.6%
for the three months ended September 30, 2004, and our gross profit margin
decreased to 14.5% for the nine months ended September 30, 2005 from a gross
profit margin of 22.5% for the nine months ended September 30, 2004. The
decrease in profit margin was primarily caused by lower margins in the
third-party products that we distributed, due to price increases by suppliers.

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

         Selling expenses were $173,636 for the three months ended September 30,
2005, an increase of $87,240 or 101%, compared with $86,396 for the three months
ended September 30, 2004, and selling expenses were $508,492 for the nine months
ended September 30, 2005, an increase of $338,315, or 198.8%, compared with
$170,177 for the nine months ended September 30, 2004. These represented 11.4%
and 11.8% of net sales for the three months and nine months ended September 30,
2005,


                                       11

<PAGE>



respectively. The increase in selling expenses is primarily due to the
costs associated with starting and building our own distribution activities in
the New York metropolitan area and the increases in shipping, handling and
processing costs. Vehicle expenses were $31,442 for the three months ended
September 30, 2005, an increase of $12,381, or 65%, compared with $19,061 for
the three months ended September 30, 2004, and vehicle expenses were $112,192
for the nine months ended September 30, 2005, an increase of $81,860, or 269.9%
compared with $30,332 for the nine months ended September 30, 2004. This
increase resulted from our operation of three additional vehicles in connection
with our expanded distribution operations, and recent gasoline price increases.
Vehicle expenses represented 2.1% and 2.6% of our net sales for the three months
and nine months ended September 30, 2004, respectively. Shipping, handling and
processing expenses were $78,869 for the three months ended September 30, 2005,
an increase of $76,790, or 3,693.6%, compared with $2,079 for the three months
ended September 30, 2004, and shipping, handling and processing expenses were
$213,229 for the nine months ended September 30, 2005, an increase of $208,869,
or 4,790.6%, compared with $4,360 for the nine months ended September 30, 2004.
These represented 5.2% and 4.9% of net sales for the three months and nine
months ended September 30, 2005, respectively.

         General and administrative expenses were $143,891 for the three months
ended September 30, 2005, an increase of $81,950, or 132.3%, compared with
$61,941 for the three months ended September 30, 2004, and were $499,300 for the
nine months ended September 30, 2005, an increase of $350,401, or 235.3%,
compared with $148,899 for the nine months ended September 30, 2004. These
represented 9.4% and 11.6% of our net sales for the three months and nine months
ended September 30, 2005, respectively. Payroll expense was $44,619 for the
three months ended September 30, 2005, an increase of $36,881, or 476.6%,
compared with $7,738 for the three months ended September 30, 2004, and was
$110,699 for the nine months ended September 30, 2005, an increase of $92,712,
or 515.4%, compared with $17,987 for the nine months ended September 30, 2004.
These represented 2.9% and 2.6% of net sales for the three months and nine
months ended September 30, 2005, respectively. Insurance expense was $19,066 for
the three months ended September 30, 2005, an increase of $13,498, or 242.4%,
compared with $5,568 for the three months ended September 30, 2004, and was
$52,515 for the nine months ended September 30, 2005, an increase of $30,676, or
140.5%, compared with $21,839 for the nine months ended September 30, 2004. This
increase resulted primarily from the operation of additional vehicles. Insurance
expenses represented 1.3% and 1.2% of our net sales for the three months and
nine months ended September 30, 2005, respectively. Rent expense was $29,160 for
the three months ended September 30, 2005, an increase of $15,217, or 109%,
compared with $13,943 for the three months ended September 30, 2004, and was
$76,316 for the nine months ended September 30, 2005, an increase of $51,973 or
213.5%, compared with $24,343 for the nine months ended September 30, 2004. This
increase was due to an increase in the rent for our primary office and warehouse
facility as of June 1, 2005 from $4,750 per month to $6,120 per month, and our
leasing in the first quarter of fiscal 2005 of an additional facility for $3,600
per month. These represented 1.9% and 1.8% of our net sales for the three months
and nine months ended September 30, 2005, respectively. Utilities expense was
$22,857 for the three months ended September 30, 2005, an increase of $20,696,
or 957.7%, compared with $2,161 for the three months ended September 30, 2004
and was $64,426 for the nine months ended September 30, 2005, an increase of
$61,746, or 2,304%, compared with $2,680 for the nine months ended September 30,
2004. These represented 1.5% and 1.5% of our net sales for the three months and
nine months ended September 30, 2005, respectively. The increases in our general
administrative expenses result from the expansion of our distribution
activities, including the offering of a larger variety of products to our
customers. The leasing of additional space and the other increases in our
general and administrative expenses were necessary to support our expanded local
distribution and bakery activities.

         Bad debt expense (recovery) was $(5,810) for the three months ended
September 30, 2005, a decrease of $(11,090) or -210%, compared with $5,280 for
the three months ended September 30, 2004 and was $50,771 for the nine months
ended September 30, 2005, an increase of $39,072, or 334%, compared with $11,699
for the nine months ended September 30, 2004. These represented (0.04%) and 1.2%
of net sales for the three months and nine months ended September 30, 2005,
respectively. The negative bad debt expense for the three months ended September
30, 2005 was due to a reversal of the provision in our dairy business, as there
were no accounts receivable in such business outstanding as of such date.


                                       12

<PAGE>

Net Loss
--------

         We incurred a loss from operations for the three months ended September
30, 2005 of ($81,666) compared with a loss of ($31,140) for the three months
ended September 30, 2004 and a loss from operations for the nine months ended
September 30, 2005 of ($384,711) compared with a loss of ($60,368) for the nine
months ended September 30, 2004. Net loss as a percentage of net sales for the
three months ended September 30, 2005 was 5.4%, compared to a net loss and net
loss of 6.0% for the three months ended September 30, 2004. Net loss as a
percentage of net sales for the nine months ended September 30, 2005 was 8.9%,
compared to a net loss of 5.3% for the nine months ended September 30, 2004. Our
net loss is primarily due to the costs associated with the development of 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 September 30, 2005, we had cash balances of $72,904, working
capital of $143,633 and an accumulated deficit of ($1,468,592). Working capital
decreased $93,562 for the nine months ended September 30, 2005. In addition, we
incurred a net loss of $385,053 for the nine months ended September 30, 2005.

         Net cash flow used by operating activities was ($442,411) and
($249,981) for the nine months ended September 30, 2005 and 2004, respectively.
The increase in cash used in operations was primarily 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 increase our gross margins and gross profits, (c) the ability to
generate positive cash flow from operations, and the extent thereof, (d) the
ability to raise additional capital or obtain additional financing, and (e)
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 nine months of 2005, we purchased $105,871 of fixed
assets. Also, we borrowed $157,778 from Joseph Aslan, our President, Chief
Executive Officer, Director and principal shareholder, and Sy Aslan, one of our
Directors, to fund working capital.

INFLATION

         We believe that inflation has generally not had a material impact on
our operations. However, our freight expenses were affected by the recent rise
in gasoline prices.

OFF-BALANCE SHEET ARRANGEMENTS


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


                                       13

<PAGE>


SEASONALITY

         The beverage production and beverage distribution industries are
characterized by significant seasonal variations. Historically, a significant
portion of our beverage 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 approximately 1.5% 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 of our beverage sales
on our overall 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.

                                  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.

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 year 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 ability to continue as a going concern is dependent on obtaining additional
capital and generating positive cash flow from operations. The uncertainty 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 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 ($81,780) for the three months ended September 30,
2005 and a net loss of ($385,053) for the nine months ended September 30, 2005.
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, and increase our gross profit and
operating margins.

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.


                                       14

<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 September 30, 2005, purchases from MountSpil
amounted to $61,222, or 4.7%, of our total purchases of inventory and for the
nine months ended September 30, 2005, purchases amounted to $474,578, or 11.7%,
of our total purchases of inventory. At September 30, 2005, the amount due to
this supplier was $50,770. 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 14.5 % for the nine months ended September 30, 2005 from a gross
profit margin of 22.5% for the nine months ended September 30, 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 a
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.

INCREASES IN PRICES COULD ADVERSELY AFFECT OUR FINANCIAL POSITION.

         Our ability to obtain raw materials and finished goods at attractive
prices is a key to our financial viability and potential profitability. We are
dependent upon a ready supply of products and raw materials from abroad and
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.


                                       15

<PAGE>

         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 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 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.

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 effected 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 principal shareholder, as well as Sy Aslan, one of our
directors, 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. As a result
of not having non-competition agreements with such persons, they are not
contractually prohibited from competing for business opportunities that might be
available to us during or after they are no longer our officers and/or
directors.

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.


                                       16

<PAGE>

         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 ourselves 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 year 2004 and approximately 25% for the nine months
ended September 30, 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 3.9% in the
first nine months 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.

OUR PRINCIPAL SHAREHOLDERS, 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 82.9% 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 82.9% 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:


                                       17


<PAGE>



        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.

         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.

ITEM 3. 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
this quarterly report on Form 10-QSB filed with the SEC. Based upon that
evaluation, our Chief Executive Officer and our Chief Financial Officer,
concluded that our disclosure controls and procedures, as of September 30, 2005,
are effective in timely alerting them to material company information required
to be included in our periodic filings with the Securities and Exchange
Commission. The design of any system of control is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated purpose under all potential
future conditions. As of the date of this evaluation, there were no changes in
our internal control over financial reporting, that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
accounting.

              The Company did not timely file its quarterly report on Form
10-QSB for the three and nine month periods ended September 30, 2005 with the
Securities and Exchange Commission. Additional time was required to complete the
requisite financial data and other narrative information necessary to enable it
to complete such report, as a result of a month-long absence for personal
reasons of the Company's officer who processes the financial data and other
information necessary in order to prepare its quarterly reports on Form 10-QSB.


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<PAGE>


                                     PART II

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

         None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
--------------------------------------------------------------------

         None.

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 AND REPORTS ON FORM 8-K.
-----------------------------------------

Exhibit No.   Description
-----------   -----------
 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:  December 2, 2005

                                 ICY SPLASH FOOD & BEVERAGE, INC.



                             By:   /s/ Joseph Aslan
                                 ----------------------------------------
                                 Joseph  Aslan
                                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)



                             By:   /s/ Charles Tokarz
                                 -----------------------------------------
                                 Charles Tokarz
                                 Chief Financial Officer and Director
                                 (Principal Accounting Officer)


                                       20