<PAGE>
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark  One)

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

        For  the  Quarterly  Period  Ended March 31, 2003

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


Commission  File  Number   0-26155

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

     NEW  YORK                                      11-3329510
     --------                                       -----------
(State  or  Other  Jurisdiction  of          (IRS Employer Identification No.)
Incorporation  or  Organization)

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

                                (718)  746-3585
                               -----------------
                             Issuer's Telephone Number

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days.  Yes X  No.
                                                                        ---
     There  were 11,435,500 shares of the registrant's common stock outstanding
as  of  April 25, 2003.

     Transitional  Small  Business  Disclosure  Format          Yes  ___  No _X_


<PAGE>
<TABLE>
<CAPTION>


                                  INDEX

                                                                                       Page(s)
<S>                                                                                     <C>
PART I     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

     b)     Statements of Operations for the three months ended March 31,
             2003 and 2002 (unaudited)                                                    4.

     c)     Statements of Cash Flows for the three months ended March 31, 2003 and
            2002 (unaudited)                                                              5.

     d)     Notes to Financial Statements (unaudited)                                     6. to 7.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                                           8. to 9.

ITEM 3.     CONTROLS AND PROCEDURES                                                       10.

PART II     OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                                              11.

     a)     EXHIBITS                                                                      11.

     b)     REPORTS ON FORM 8-K                                                           11.

SIGNATURES                                                                                12.

CERTIFICATIONS                                                                            13. to 16.

</TABLE>
<PAGE>


PART  I:  FINANCIAL  INFORMATION
ITEM  1:  FINANCIAL  STATEMENTS

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

                          - ASSETS -
                                                                 March 31,   December 31,
                                                                    2003         2002
                                                                  ---------    ---------
                                                                 (Unaudited)
<S>                                                                  <C>         <C>
CURRENT ASSETS:
  Cash                                                            $   2,915    $  15,069
  Accounts receivable, net of allowance for doubtful accounts of
   $3,342 and $1,325 for March 31, 2003 and December 31, 2002,
   respectively                                                      64,977       11,368
  Inventory                                                         205,133      163,634
                                                                  ---------    ---------

TOTAL CURRENT ASSETS                                                273,025      190,071
                                                                  ---------    ---------
FIXED ASSETS:
  Production equipment                                                2,600        2,600
  Warehouse equipment                                                 5,000        5,000
  Office equipment                                                   15,301       14,749
                                                                  ---------    ---------
                                                                     22,901       22,349
  Less: accumulated depreciation                                     19,208       18,333
                                                                  ---------    ---------
                                                                      3,693        4,016
                                                                  ---------    ---------
                                                                  $ 276,718    $ 194,087
                                                                  =========    =========

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-

CURRENT LIABILITIES:
  Note  payable                                                     $65,000      $65,000
  Accounts payable                                                   89,017       47,642
  Accrued expenses and other current liabilities                      4,135        3,889
  Shareholder's loans                                                91,213       59,297
  Related party loans                                                37,285       37,285
  Income taxes payable                                                  115          456
                                                                  ---------    ---------

TOTAL CURRENT LIABILITIES                                           286,765      213,569
                                                                  ---------    ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Preferred stock, $.001 par value, 1,000,000 shares authorized,
    zero shares issued and outstanding for 2003 and 2002                --          --
  Common stock, $.001 par value, 50,000,000 shares authorized,
    11,435,500 shares issued and outstanding at
    March 31,2003 and December 31, 2002                               11,436      11,436
  Additional paid-in capital                                         854,488     854,488
  Accumulated deficit                                               (796,709)   (806,144)
  Unearned compensatory stock                                        (66,000)    (66,000)
  Stock subscription receivable                                      (13,262)    (13,262)
                                                                   ---------   ---------
                                                                     (10,047)    (19,482)
                                                                   ---------   ---------

                                                                   $ 276,718   $ 194,087
                                                                   =========   =========

                       See notes to financial statements.
                                        Page 3.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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


                                                             Three Months Ended March 31,
                                                                   2003           2002
                                                                ---------      ---------
<S>                                                                  <C>            <C>
NET SALES                                                       $ 220,710      $  91,574

COST OF SALES                                                     150,556         62,268
                                                                ---------      ---------

GROSS PROFIT                                                       70,154         29,306
                                                                ---------      ---------

OPERATING EXPENSES:
  Selling expenses                                                 24,029         11,649
  General and administrative expenses                              35,684         31,238
                                                                ---------      ---------
                                                                   59,713         42,887
                                                                ---------      ---------

PROFIT (LOSS) FROM OPERATIONS                                      10,441        (13,581)

OTHER EXPENSES:
  Interest expense                                                 (1,006)        (1,031)
                                                                ---------      ---------


INCOME (LOSS) BEFORE TAXES                                          9,435        (14,612)

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

NET INCOME (LOSS)                                               $   9,435      $ (14,612)
                                                                =========      =========

PROFIT (LOSS) PER SHARE:

  Basic                                                         $   --         $   --
                                                                =========      =========
  Diluted                                                       $   --         $   --
                                                                =========      =========


See notes to financial statements.



                                        Page 4.
</TABLE>
<PAGE>
                           ICY SPLASH FOOD AND BEVERAGE, INC.
                                STATEMENTS OF CASH FLOWS
                                      (Unaudited)
<TABLE>
<CAPTION>

                                                                 For  the Three Months
                                                                   Ended  March  31,
                                                                  2003          2002
                                                               ---------     ---------
<S>                                                               <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                             $  9,435     $ (14,612)
  Adjustments to reconcile net income (loss)
   to net cash used by operating activities:
    Depreciation                                                     875           750
    Provision for bad debts                                        2,017         4,753
    Stock issued for services                                        --        119,200
    Changes in assets and liabilities:
    (Increase) in accounts receivable                            (55,626)       (5,898)
    (Increase) decrease in inventories                           (41,499)       22,548
    Increase (decrease) in accounts payable                       41,375       (22,893)
    (Decrease) in accrued expenses
      and other current liabilities                                  (95)     (119,869)
                                                               ---------     ---------

      Net cash used by operating activities                      (43,518)      (16,021)
                                                               ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                       (552)         --
                                                               ---------     ---------
     Net cash (used in) investing
      activities                                                    (552)         --
                                                               ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from shareholder's loans                             51,019        39,885
    Repayments of shareholder's loans                            (19,103)      (26,601)
                                                               ---------     ---------
      Net cash provided by financing activities                   31,916        13,284
                                                               ---------     ---------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                      (12,154)       (2,737)


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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                    $   2,915     $   1,231
                                                               =========     =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash during the period for:
    Income taxes paid                                           $    455      $    455
    Interest paid                                               $  1,006      $  1,031

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:

    840,000 shares of common stock issued as compensation
    for professional services rendered                          $   --        $119,200
    180,000 shares of common stock issued as compensation
    for professional services to be rendered                    $   --        $ 54,000

                       See notes to financial statements.

                                        Page 5.
</TABLE>

<PAGE>
                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2003
                                   (UNAUDITED)

NOTE  1  -  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES:

     In  the  opinion  of  management,  the  accompanying  unaudited  interim
financial  statements  of  Icy  Splash  Food  and  Beverage,  Inc.  contain  all
adjustments  necessary  to present fairly the Company's financial position as of
March 31, 2003 and December 31, 2002 (audited) and the results of operations for
the  three  months  ended  March  31, 2003 and 2002 and cash flows for the three
months  ended  March  31,  2003  and  2002.

     The  results  of  operations  for the three months ended March 31, 2003 and
2002  are  not necessarily indicative of the results to be expected for the full
year.

     The  accounting  policies  followed  by the Company are set forth in Note 1
to  the  Company's  financial  statements  included in its Annual Report on Form
10-KSB  for  the  year  ended December 31, 2002, which is incorporated herein by
reference.  Certain notes included in Form 10-KSB have been condensed or omitted
from  this  report  in  accordance  with  the  rules  for Forms 10-Q and 10-QSB.

NOTE  2  -  GOING  CONCERN:

     As shown in the accompanying financial statements, the Company has incurred
a  net  operating  profit  of $9,435 for the three month period ending March 31,
2003  and has an accumulated deficit of $796,709 as of March 31, 2003 as well as
negative  working  capital.  The  ability  of the Company to continue as a going
concern is dependent on obtaining additional capital and financing and operating
at  a  profitable  level. Management is actively pursuing additional capital and
has  initiated  new distribution agreements with established distributors of its
products.  The financial statements do not include any adjustments that might be
necessary  if  the  Company  is  unable  to  continue  as  a  going  concern.


NOTE  3  -  LOANS  PAYABLE  -  SHAREHOLDER:

     At  March  31,  2003 and December 31, 2002 the Company owed an aggregate of
$91,213  and  $59,297,  respectively  to one of its shareholders.  The loan is
non-interest  bearing  and  has  no  formal  repayment  terms.


NOTE  4  -  RELATED  PARTY  TRANSACTIONS:

(a)  The Company has transactions with one corporate entity owned by one of the
     Company's shareholders:

During September 1999, the Company initiated sales of product to the corporation
which is owned by one of the Company's shareholders. For the year ended December
31,  2002,  approximate  sales  to  the distributor and accounts receivable were
$34,420  and  $0,  respectively.  There were no sales for the three months ended
March  31,  2003.

Since  the  third quarter of 2002, the Company has borrowed from the corporation
which  is  owned  by  one of the Company's shareholders. The loan outstanding is
$37,285 at March 31, 2003. This loan which is unsecured and non-interest bearing
is  payable  upon  demand.  Accordingly,  it  has  been  reflected  as a current
liability  on  the  Company's  balance  sheet.

During the third quarter of 2002, the Company issued  2,000,000 shares of common
stock to the  corporation  which is owned by one of the Company's  shareholders.
The stock issuance is compensation for consulting,  marketing,  distribution and
product development assistance services rendered (see Note 5).

(b) During the third  quarter of 2002,  the  Company  issued  200,000  shares of
    common stock to a related party for marketing and consulting  services.
    (see Note 5).


                                        Page 6.

<PAGE>
NOTE  5  -  CAPITAL  STOCK:

During the year ended  December 31, 2001,  the Company  issued 265,500 shares of
common stock upon exercise of outstanding  common stock purchase  warrants.  The
Company was to receive  $235,375 on exercise of such warrants which  represented
the exercise  price of $1.00 per share less direct  offering costs of $3,575 and
less  $.10 per  share  which  were  required  to be paid to  Southern  Financial
Services,  Inc.  ("Southern"),  the Company's  financial  consultant  and escrow
agent.  To date,  the Company  received  only  $92,275 in  connection  with such
exercise and 78,050 shares have been recovered by a successor  escrow agent.  At
December 31, 2001 the difference  between the amount due and the amount received
had been recorded as equity and a subscription receivable. As funds are received
from recoveries,  subscriptions  receivable will be reduced until all recoveries
have been  made,  at which  time  equity and  subscriptions  receivable  will be
adjusted accordingly. As of December 31, 2002 it appears that recoveries will be
limited to the sale of shares held in escrow.  During 2002, 25,000 of the shares
held in escrow were  transferred  to an internet  information  vendor to provide
information  about the Company to  investors.  At  December  31, 2002 the 53,050
shares  remaining in escrow were  written-down to $0.25 per share to reflect the
market value of the common stock at that time.

On February 19, 2002, the Company signed a nine month consulting  agreement with
a  financial  services  group to review and  analyze  the  Company's  formal and
informal  financial,  strategic and business plans,  prepare and update a formal
business plan,  along with the appropriate  financial  projections,  and perform
other  financial  services  requested  by the Company.  Compensation  is 330,000
shares of the  Company's  common  stock,  to be paid as  follows:  100,000  upon
execution of the  agreement,  75,000 shares on March 15, 2002,  75,000 shares on
May 15, 2002 and 80,000  shares on July 15,  2002.  In March  2002,  the Company
issued  330,000  registered  shares  of  common  stock  to  this  consultant  as
compensation for services rendered and to be rendered. The shares were valued at
$0.30 per share.  At March 31, 2003,  with the  agreement  of the  financial
services  group,  80,000  shares of  stock,  recorded  as  $24,000  of  unearned
compensatory  stock,  was  still  held by the  Company  for the  total  value of
services still to be rendered.

In  March  2002,  the  Company issued 690,000 shares of common stock, which were
granted  in  2001, to the Company's officers and consultants as compensation for
services  rendered.  These  shares  were  valued at prices varying from $0.08 to
$0.16  per  share,  which  were  the  market  prices  at  the  time  of  grant.

During the third  quarter of 2002,  the  Company  issued  2,000,000  Section 144
restricted  common shares of stock for services  rendered to a corporation which
is owned by one of the  Company's  shareholders.  The shares were valued at $.14
per share, the market price at the time of the grant.

Additionally,  during  the third quarter of 2002, 350,000 Section 144 restricted
shares  of  common  stock  were  issued  to  an  entity  and 200,000 Section 144
restricted  shares of common stock were issued to a related party, for marketing
and  financial  consulting  services  pursuant  to  verbal consulting agreements
entered  into  by  the Company. The consulting agreements have no specific terms
and  can  be  terminated  by  either party at any time. The total 350,000 shares
issued  to  the  entity,  which were valued at $.12 per share, are being held in
escrow  by  management  until  certain  performance  criteria  are  met.

During the third  quarter of 2002,  1,000,000  shares of Section 144  restricted
common stock were issued to an individual for $60,000.


                                        Page 7.

<PAGE>

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

Critical  Accounting  Policies  and  Estimates

          Our  financial  statements  have  been  prepared  in  accordance  with
accounting  principles  generally accepted in the United States of America.  The
preparation  of  these  financial  statements  requires  the  Company  to  make
significant  estimates and judgments that affect the reported amounts of assets,
liabilities,  revenues, expenses and related disclosure of contingent assets and
liabilities.  The  Company  evaluates  its estimates, including those related to
bad  debts,  inventories, contingencies and litigation on an ongoing basis.  The
Company  bases  its  estimates  on  historical  experience  and on various other
assumptions  that  are  believed  to  be reasonable under the circumstances, the
results  of  which form the basis for making judgments about the carrying values
of  assets  and  liabilities  that  are not readily apparent from other sources.
Actual  results  may  differ from these estimates under different assumptions or
conditions.

          The Company believes the following critical accounting policies, among
others,  involve  the  more  significant  judgments  and  estimates  used in the
preparation  of  our  financial  statements:

          The  Company  maintains allowances for doubtful accounts for estimated
losses  resulting from the inability of its customers to make required payments.
If  the  condition  of  our  customers  were  to  deteriorate,  resulting  in an
impairment  of  their  ability  to  make  payments, additional allowances may be
required.

          Inventories  are recorded at the lower of cost or market.  Write-downs
of  inventories  to market value are based upon contractual provisions governing
obsolescence,  as well as assumptions about future demand and market conditions.
If  assumptions  about  future demand change and/or actual market conditions are
less  favorable  than  those  projected by management, additional write-downs of
inventories  may be required and estimates made regarding adjustments to the
cost  of  inventories.  Actual  amounts could be different from those estimated.

RESULTS  OF  OPERATIONS

     Net  sales  for  Icy Splash Food & Beverage, Inc. (the "Company") increased
141.0%, from $91,574 in the three months ended March 31, 2002 to $220,710 in the
three  months  ended  March  31, 2003. For the three months ended March 31, 2003
sales  of  Icy  Splash  (TM)  Clear, Icy Splash (TM) Second Generation and other
manufacturers'  products  were  48.0%, 0% and 52.0%, respectively. For the three
months  ended  March  31,  2002  sales of Icy Splash (TM) Clear, Icy Splash (TM)
Second Generation and other manufacturers' products were 50.5%, 36.6% and 12.9%,
respectively.  The  increase  in  sales  and  increase  in  sales  mix for other
manufacturers'  products  is  a  result of managements decision during the third
quarter  of 2002 to engage a number of selling/marketing entities to promote and
distribute  the  Company's  products  and to increase the products available for
distribution.  During  November  2002,  two  employees  were hired to physically
distribute  products  in  the  New  York  City  area.

     The  gross  profit  margin  was 31.8% in the first quarter of 2003 versus
32.0%  in  the  first  quarter of 2002.

     Selling  expenses  were $24,029 in the first three months of 2003, compared
with  $11,649  in  the  first  three  months  of 2002, 10.9% and 12.7% of sales,
respectively.

     General  and administrative expenses were $35,684 in the first three months
of  2003,  compared  with  $31,238  in the first three months of 2002, 16.2% and
34.1%  of  sales,  respectively.  Management  has  continued its efforts to keep
administrative  costs  low  until  the  Company  raises  additional  capital.


                                          Page 8.

<PAGE>

     Professional  fees were $14,818 in the first three months of 2003, compared
with  $17,473  in  the  first  three  months  of  2002, 6.7% and 19.1% of sales,
respectively.  Vehicle  expenses  were $3,599 in the first three months of 2003,
compared  with  $309  in the first three months of 2002, 1.6% and 0.3% of sales,
respectively.  Payroll  expenses  were $5,198 in the first three months of 2003,
compared  with  $0  in  the  first  three  months of 2002, 2.4% and 0% of sales,
respectively. Both vehicle and payroll expenses are a reflection of management's
decision  to  distribute  a  larger  variety  of  products,  with  some  local
distribution.  Additionally,  management  has  started  paying an administrative
employee  and  an  officer  as  cash  from  profitable  operations is available.
Previously,  they  were  paid  with  common  stock.

     Bad  debt  expense  was  $2,017  for  the first three months of 2003 versus
$4,753 for the first three months of 2002, 0.9% and 5.2% of sales, respectively.
For  the first quarter of 2002, there was a one-time occurrence, to allow for an
old  receivable  from  a significant distributor, which is under dispute and may
not  be  paid  by  the  distributor.

     Interest  expense  was  $1,006  for  the  first three months of 2003 versus
$1,031 for the first three months of 2002, 0.5% and 1.1% of sales, respectively.

     There  was  a  profit  from  operations  for  the  first quarter of 2003 of
$10,441,  compared with a loss of $13,581 for the first quarter of 2002, with an
operating  profit  percentage of 4.7% of sales for the first quarter of 2003 and
an  operating loss percentage of 14.8% for the first quarter of 2002. Net profit
(loss) and net profit (loss) as a percent of sales for the first three months of
2003 were $9,435 and 4.3%, compared to ($14,612) and (16.0%) for the first three
months  of  2002.


LIQUIDITY  AND  CAPITAL  RESOURCES

     Working capital increased $9,758 from December 31, 2002 to March 31, 2003.
We  are  however,  still  reflecting  negative  working  capital.

     Net  cash flow used by operating activities was $43,518 and $16,021 for the
first  quarters  of  2003  and  2002,  respectively.

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

     During  the  first  quarter of 2003,  the Company  borrowed  $51,019 from a
shareholder,  while  repaying $19,103  and during  the first  quarter of 2002 it
borrowed  $39,885  from a shareholder,  while  repaying  $26,601.

     This  report  contains  forward-looking  statements and information that is
based  on management's beliefs and assumptions, as well as information currently
available  to  management.  When  used  in this document, the words "anticipate,
"estimate,"  "expect,"   "intend"   and  similar   expressions   are intended to
identify  forward-looking  statements.  Although  the  Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give  no  assurance  that  such  expectations  will  prove  to be correct.  Such
statements  are subject to certain risks, uncertainties and assumptions.  Should
one  or  more  of  these  risks  or  uncertainties  materialize,  or  should the
underlying  assumptions prove incorrect, actual results may vary materially from
those  anticipated,  estimated  or  expected.

     While  the Company has no material capital commitments, we have experienced
losses  and  have  negative  cash flow from operating activities as of March 31,
2003.  There  is no assurance that we will be able to generate enough funds from
either operations or equity/debt financing to sustain the Company in the future.
However,  Management has hired a consulting firm to assist in strategic planning
for  capital  formation  and is optimistic about future efforts to raise equity.


Page 9.

<PAGE>

ITEM  3.     CONTROLS AND PROCEDURES

(a)     Evaluation  of  disclosure  controls  and  procedures.

     Within  the  90  days prior to the date of this report, the Company carried
out  an  evaluation,  under  the  supervision  and with the participation of the
Company's  management, including the Company's Chief Executive Officer and Chief
Financial  Officer,  of  the  effectiveness  of  the design and operation of the
Company's disclosure controls and procedures pursuant to the Securities Exchange
Act  of  1934.

     Rule  13a  - 14.  Based on that evaluation, the Chief Executive Officer and
Chief  Financial  Officer  concluded  that the Company's disclosure controls and
procedures  are  effective  in  timely  alerting  them  to  material information
relating  to  the  Company required to be included in the Company's periodic SEC
filings.

(b)     Changes  in  internal  control.

        Not  applicable.




Page 10.

<PAGE>


                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS:

     Not Applicable

ITEM  2.  CHANGES  IN  SECURITIES:

     Not Applicable

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES:

     Not  Applicable


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

     Not Applicable

ITEM  5.  OTHER  INFORMATION:

     Not Applicable

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

     (a)     Exhibits

3.1     Certificate  of  Incorporation  of  Icy  Splash(1)

3.2     By-Laws  of  Icy  Splash(1)

4.1     Specimen  Common  Stock  certificate  of  Icy  Splash(1)

10.1    Agreement  between  the  Company  and  Pinnacle  Capital,  LLC. (2)

10.2    Consulting  Agreement  between  Charles  Tokarz  and  Icy  Splash,
        dated  March  19,  1998(1)

11      Computation of Earnings Per Share

------------
(1) Previously filed as an exhibit to our registration statement on Form 10-SB,
which  was  filed  on  May  21,  1999,  and  incorporated  herein  by  reference

(2) Previously filed as exhibit 10,1 to our annual report on Form 10-KSB filed
with the Commission on April 15, 2003 and incorporated herein by reference

     (b)     Reports  on  Form  8-K

     The Company did not file any Reports on Form 8-K during the period ended
March 31, 2003.


                                       Page 11.

<PAGE>

                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


Dated: May 12, 2003
                          ICY  SPLASH  FOOD  &  BEVERAGE,  INC.

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

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




                                       Page 12.
<PAGE>

CERTIFICATION

The undersigned being the Chief Executive Officer and Chief Financial Officer of
Icy  Splash  Food  and  Beverage,  Inc.  do  hereby  certify  as  follows:

1.   That  the  undersigned  has  reviewed  each annual and quarterly report and
     that,  based  on  their  knowledge,  the  reports  contain  no  material
     misrepresentation  or  omission  and  the  financial  information and other
     financial  information  in  the  reports  fairly  present  in  all material
     respects the financial information and results of operations of the issuer,

2.   That  the  undersigned  is  responsible  for  establishing  and maintaining
     internal controls, that the undersigned has designed the controls to ensure
     that  material  information  is made known to them, particularly during the
     period  in  which  the reports are being prepared, that the undersigned has
     evaluated the effectiveness of the controls within the 90 days prior to the
     report,  and  have  presented  in  the  report  their conclusions as to the
     effectiveness  of  the  controls  based  on  that  evaluation,  and

3.   That the undersigned has disclosed to the auditors and audit committee that
     there  are  no  significant  deficiencies  in the internal controls nor any
     fraud, to the best of their knowledge by persons with a significant role in
     the  system  of  internal  controls.

Dated:  May 12, 2003


                                  ------------------------------------
                                   Joseph  Aslan
                                   Chief  Executive  Officer


                                  ------------------------------------
                                   Charles  Tokarz
                                   Chief  Financial  Officer





                                    Page 13.


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