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 June 30, 2002

   ( )    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  7,885,500 shares of the registrant's common stock outstanding as of
July  22,  2002.

Transitional  Small  Business  Disclosure  Format  Yes       No    X
                                                      ----       -----
<PAGE>

<TABLE>
<CAPTION>

                                      INDEX

                                                                                      Page(s)
                                                                                      --------
<BTB>
<S>         <C>                                                                       <C>

PART  I     FINANCIAL  INFORMATION

ITEM  1.    FINANCIAL  STATEMENTS

            a)  Balance Sheets as of June 30, 2002 (unaudited) and December 31, 2001      3.

            b)  Statements of Operations for the three and six months ended June 30,
                2002 and  2001  (unaudited)                                               4.

            c)  Statements  of Cash Flows for the six months ended June 30, 2002 and
                2001 (unaudited)                                                          5.

            d)  Notes  to  Financial  Statements  (unaudited)                          6. to 8.

ITEM  2.     MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
               CONDITION  AND  RESULTS  OF  OPERATIONS                                 9. to 11.

PART  II     OTHER  INFORMATION

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS                              12.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K                                        12.

            a)  EXHIBITS                                                                  12.

            b)  REPORTS  ON  FORM  8-K                                                    12.

SIGNATURES                                                                                13.

EXHIBIT  11                                                                               14.

</TABLE>
<PAGE>

PART  I.     FINANCIAL  INFORMATION:

ITEM  1.     FINANCIAL  STATEMENTS:

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


                                   - ASSETS -
                                                                                        June 30,     December 31,
                                                                                          2002          2001
                                                                                       ------------  ------------
                                                                                        (Unaudited)


<S>                                                                                          <C>         <C>
CURRENT ASSETS:
Cash                                                                                   $     3,135      $   3,968
Accounts receivable, net of allowance for doubtful accounts of $2,993 and $4,040 for
   June 30, 2002 and December 31, 2001, respectively                                        43,674         40,902
Inventory                                                                                  154,307        173,845
Prepaid expenses and other current assets                                                    3,369          3,369
                                                                                       ------------  ------------
TOTAL CURRENT ASSETS                                                                       204,485        222,084
                                                                                       ------------  ------------
FIXED ASSETS:
Warehouse equipment                                                                          5,000          5,000
Office equipment                                                                            14,749         14,749
                                                                                       ------------  ------------
                                                                                            19,749         19,749
Less: accumulated depreciation                                                              16,882         15,383
                                                                                       ------------  ------------
                                                                                             2,867          4,366
                                                                                       ------------  ------------
                                                                                       $   207,352      $ 226,450
                                                                                       ============  ============

- LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-
CURRENT LIABILITIES:
Notes payable                                                                          $    65,000      $  65,000
Accounts payable                                                                            32,830         51,682
Accrued expenses and other current liabilities                                               2,300        120,778
Shareholder's loans                                                                         59,411        105,337
Due to affiliate                                                                            48,500              -
Income taxes payable                                                                           228            455
                                                                                       ------------  ------------
TOTAL CURRENT LIABILITIES                                                                  208,269        343,252
                                                                                       ------------  ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred stock, $.001 par value, 1,000,000 shares authorized, zero shares issued and
   outstanding for 2002 and 2001                                                                 -              -
Common stock, $.001 par value, 50,000,000 shares authorized, 7,885,500 and
   6,865,500 shares issued and outstanding at June 30,2002 and December 31, 2001
   respectively                                                                              7,886          6,866
Additional paid-in capital                                                                 581,876        409,696
Accumulated deficit                                                                       (401,079)      (390,264)
Unearned compensatory stock                                                                (46,500)             -
Stock subscription receivable                                                             (143,100)      (143,100)
                                                                                       ------------  ------------
                                                                                              (917)      (116,802)
                                                                                       ------------  ------------
                                                                                      $    207,352     $  226,450
                                                                                       ============  ============
                       See notes to financial statements.

</TABLE>

                                                                         Page 3.
<PAGE>


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


<TABLE>
<CAPTION>


                                            Three Months Ended     Six Months Ended
                                                 June 30,              June 30,
                                      --------------------------------------------------
                                         2002          2001         2002         2001
                                      ----------    ----------   ----------   ----------
<S>                                   <C>          <C>          <C>          <C>
NET SALES                             $  206,975   $  198,937   $  298,549   $  284,641
COST OF SALES                            124,581      149,694      186,849       210,516
                                      ----------    ----------   ----------   ----------
GROSS PROFIT                              82,394       49,243      111,700       74,125
                                      ----------    ----------   ----------   ----------
OPERATING EXPENSES:
  Selling expenses                        41,046       23,595       52,694       37,567
  General and administrative expenses     36,479       22,010       67,718       51,430
                                      ----------    ----------   ----------   ----------

                                          77,525       45,605      120,412       88,997
                                      ----------    ----------   ----------   ----------
INCOME (LOSS) FROM OPERATIONS              4,869        3,638       (8,712)     (14,872)

OTHER EXPENSES:
Interest expense                          (1,072)      (1,165)      (2,103)      (2,304)
                                      ----------    ----------   ----------   ----------
INCOME (LOSS) BEFORE TAXES                 3,797        2,473      (10,815)     (17,176)

Provision for income taxes                     -          -              -            -
                                      ----------    ----------   ----------   ----------
NET INCOME (LOSS)                       $  3,797     $  2,473   $  (10,815)  $  (17,176)
                                      ==========    ==========   ==========   ==========
INCOME (LOSS) PER SHARE:
Basic                                   $      -     $      -     $      -     $      -
                                      ==========    ==========   ==========   ==========

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

</TABLE>
                       See notes to financial statements.

                                                                         Page 4.
<PAGE>

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


                                                                                Six Months Ended
                                                                                     June 30,
                                                                             --------------------------
                                                                                2002           2001
                                                                             ----------     -----------

INCREASE  (DECREASE)  IN  CASH  AND  CASH  EQUIVALENTS:

CASH  FLOWS  FROM  OPERATING  ACTIVITIES:

<S>                                                                               <C>            <C>

Net loss                                                                     $ (10,815)     $  (17,176)

Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation                                                                     1,500           2,000
Provision for bad debts                                                          6,772           2,852
Stock issued for services                                                      126,700               -
Changes in assets and liabilities:
(Increase) in accounts receivable                                               (9,544)        (24,334)
Decrease in inventories                                                         19,538           9,901
(Increase) in prepaid expenses and other current assets                              -         (18,304)
(Decrease) increase in accounts payable                                        (18,853)          2,537
(Decrease) increase in accrued expenses and other current liabilities         (118,705)          6,285
                                                                             ----------     ----------
Net cash used by operating activities                                           (3,407)        (36,239)
                                                                             ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party loan                                                48,500               -
Proceeds from shareholder's loans                                               39,985          36,167
Repayments of shareholder's loans                                              (85,911)              -
                                                                             ----------     -----------
Net cash provided by financing activities                                        2,574          36,167
                                                                             ----------     -----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                       (833)            (72)

Cash and cash equivalents, at beginning of year                                  3,968           4,278
                                                                             ----------     -----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                  $   3,135      $    4,206
                                                                             ==========     ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash during the period for:
Income taxes paid                                                            $     455      $      563
Interest paid                                                                $   2,103      $    1,920

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:
865,000 shares of common stock issued at market value as compensation for
    professional services rendered                                           $ 126,700      $        -
155,000 shares of common stock issued at market value as compensation for
    professional services to be rendered                                     $  46,500      $         -
</TABLE>

                       See notes to financial statements.
                                                                         Page 5.
<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (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 June 30, 2002 and December 31, 2001 (audited) and the
          results of operations for the three and six months ended June 30, 2002
          and  2001  and  cash  flows for the six months ended June 30, 2002 and
          2001.

          The  results of operations for the three and six months ended June 30,
          2002  and  2001  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,  2001, 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  loss  of $10,815 for the six month period
          ending  June 30, 2002 and has an accumulated deficit of $401,079 as of
          June  30, 2002 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  June  30, 2002 and December 31, 2001 the Company owed an aggregate
          of  $59,411 and $105,337, respectively to one of its shareholders. The
          loan  is  non-interest  bearing  and  has  no  formal repayment terms.
                                                                         Page 6.
<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (UNAUDITED)

NOTE  4  -     RELATED  PARTY  TRANSACTIONS:

          During  December  1998,  the  Company  initiated sales of product to a
          distributor.  Certain  members of management of the Company personally
          agreed  to  provide  financing  and  organizational  support  to  the
          distributor,  although  they  own no equity in it. In exchange for the
          financial support, the distributor agreed to provide experience, sales
          representatives,  contacts  and  a full-service operating distribution
          business  including a warehouse for, but not limited to, the Company's
          product.  The  shareholders have not received any form of compensation
          or  other  benefits  for  their  loans  and  managerial  assistance.
          Management  believes that all transactions between the Company and the
          distributor  are  at  arm's  length. However, since there was economic
          dependence by the distributor upon management of the Company, sales to
          the distributor are not recognized as revenue by the Company until the
          distributor  ships  the goods to its customer. During March 2002, this
          distributor  ceased  operations.  Although the Company has established
          relationships  with  additional  distributors  in anticipation of this
          event  and  the  Company  anticipates  replacing the sales volume with
          other  distributors,  it is uncertain at this time if the sales can be
          totally  replaced.


          During the second quarter of 2002, the Company borrowed $48,500 from a
          corporation  which is owned by one of the Company's shareholders. 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.



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 was
          required to be paid to Southern Financial Services, Inc. ("Southern"),
          the  Company's  financial  consultant  and  escrow agent. To date, the
          Company has received only $92,275 in connection with such exercise and
          78,000  shares  have  been  recovered  by  a  successor  escrow agent.


          The difference between the amount due and the amount received has been
          recorded  as  equity  and  a  subscription  receivable.  As  funds are
          received  from  liquidation  of  stock in escrow and other recoveries,
          subscriptions  receivable  will  be  reduced until all recoveries have
          been  made,  at which time equity and subscriptions receivable will be
          adjusted  accordingly.

                                                                         Page 7.
<PAGE>
                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (UNAUDITED)

NOTE  5  -     CAPITAL  STOCK  (Continued)

          On  February  19,  2002,  the  Company  signed  a six 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 June 30, 2002, with the agreement of the
          financial services group, 155,000 shares of stock, recorded as $46,500
          of  unearned compensatory stock, was still held by the Company for the
          total  value  of  services  still  to  be  rendered.

          In  addition,  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  prices  at  the  time  of  grant.

                                                                         Page 8.
<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  4.0%, from $198,937 in the three months ended June 30, 2001
          to  $206,975  in  the three months ended June 30, 2002, and 4.9%, from
          $284,641  in the six months ended June 30, 2001 to $298,549 in the six
          months  ended  June 30, 2002. For the three months ended June 30, 2002
          sales  of Icy Splash (TM) Clear, Icy Splash (TM) Second Generation and
          other manufacturers' products were 95.4%, 0.0% and 4.6%, respectively.
          For  the  three  months  ended  June 30, 2001 sales of Icy Splash (TM)
          Clear,  Icy  Splash  (TM)  Second  Generation and other manufacturers'
          products  were 51.9%, 6.3% and 41.8%, respectively. For the six months
          ended  June  30,  2002 sales of Icy Splash (TM) Clear, Icy Splash (TM)
          Second  Generation  and other manufacturers' products were 78.6%, 2.4%
          and  19.0%, respectively. For the six months ended June 30, 2001 sales
          of  Icy Splash (TM) Clear, Icy Splash (TM) Second Generation and other
          manufacturers'  products  were  52.2%,  9.6%  and 38.2%, respectively.

          The  gross  profit  margin increased to 39.8% in the second quarter of
          2002  from  24.8%  in  the  second quarter of 2001 and to 37.4% in the
          first  six  months of 2002 from 26.0% in the first six months of 2001.
          The increase in profit margin was predominately caused by Management's
          decision to shift the sales mix toward more sales of the higher margin
          products  manufactured  by the Company instead of other manufacturers'
          products.


          Selling expenses were $41,046 for the second quarter of 2002, compared
          with $23,595 for the second quarter of 2001, 19.8% and 11.9% of sales,
          respectively,  and  $52,694  in the first six months of 2002, compared
          with  $37,567  in  the  first  six  months of 2001, 17.6% and 13.2% of
          sales,  respectively.  The increased percentage of selling expenses in
          2002 is due to the decision to increase promotion expenditures for Icy
          Splash  -  Clear.

                                                                         Page 9.
<PAGE>
          General and administrative expenses were $36,479 in the second quarter
          of  2002,  compared  with $22,010 in the second quarter of 2001, 17.6%
          and  11.1% of sales, respectively, and $67,718 in the first six months
          of  2002, compared with $51,430 in the first six months of 2001, 22.7%
          and 18.1% of sales, respectively. Although the Company incurred higher
          costs  for  distribution  and professional fees in 2002 as compared to
          2001,  management  has  continued  its  efforts to keep administrative
          costs  low  until  the  Company  raises  additional  capital.


          Professional  fees  were  $20,106  for  the  second  quarter  of 2002,
          compared with $11,095 for the second quarter of 2001, 9.7% and 5.6% of
          sales, respectively. Professional fees were $37,579 for the six months
          ended  June  30,  2002, compared with $30,848 for the six months ended
          June  30,  2001,  12.6%  and  10.8%  of  sales,  respectively


          Bad  debt  expense was $2,020 for the three months ended June 30, 2002
          versus  $1,989 for the three months ended June 30, 2001, 1.0% and 1.0%
          of sales, respectively. Bad debt expense was $6,772 for the six months
          ended  June  30,  2002 versus $2,852 for the six months ended June 30,
          2001, 2.3% and 1.0% of sales, respectively. The increase for the first
          six  months  of  2002  is  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. A 1% non-specific allowance has
          been  made  for  the  2002  quarter  as  well.


          Interest  expense  was  $1,072  for  the second quarter of 2002 versus
          $1,165  for  the  second  quarter  of  2001,  0.5%  and 0.6% of sales,
          respectively.  Interest  expense  was  $2,103 for the six months ended
          June  30,  2002  versus $2,304 for the six months ended June 30, 2001,
          0.7%  and  0.8%  of  sales,  respectively.


          There  was  income  from  operations for the second quarter of 2002 of
          $4,869,  compared  with  an income of $3,638 for the second quarter of
          2001, with an operating income of 2.4% of sales for the second quarter
          of 2002 and 1.8% for the second quarter of 2001. There was a loss from
          operations  for the six months ended June 30, 2002 of $8,712, compared
          with a loss of $14,872 for the six months ended June 30, 2001, with an
          operating loss of 2.9% of sales for the six months ended June 30, 2002
          and  5.2%  for  the six months ended June 30, 2001. Net income and net
          income  as  a  percent  of  sales  for the second quarter of 2002 were
          $3,797 and 1.8%, compared to $2,473 and 1.2% for the second quarter of
          2001.  Net  loss  and net loss as a percent of sales for the first six
          months of 2002 were $10,815 and 3.6%, compared to $17,176 and 6.0% for
          the  first  six  months  of  2001.

          LIQUIDITY  AND  CAPITAL  RESOURCES

          Working  capital increased $117,384 from December 31, 2001 to June 30,
          2002 predominately from a $119,200 decrease of accrued liabilities due
          to  issuance  of  common  stock  for services rendered, which had been
          accrued  as  of  December  31,  2001. We are however, still reflecting
          negative  working  capital.

          Net  cash flow used by operating activities was $3,407 and $36,239 for
          the  first  six  months  of  2002  and  2001,  respectively.

          During the first six months of 2002, the Company borrowed $39,985 from
          a  shareholder,  while  repaying  $85,911  and borrowed $48,500 from a
          related corporation. During the six months of 2001 it borrowed $36,167
          from  a  shareholder,  while  repaying  $0.

          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.
                                                                        Page 10.
<PAGE>

          While  the  Company  has  no  material  capital  commitments,  we have
          experienced  losses  and  have  negative  cash  flow  from  operating
          activities  as of June 30, 2002. 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 11.
<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

             99     Certification pursuant to the Sarbanes-Oxley Act of 2002.

-----------
(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 12, 2002 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 June  30,  2002.

                                                                        Page 12.
<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:  August  6,  2002

                                  ICY  SPLASH  FOOD  &  BEVERAGE,  INC.

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

                                  /s/  Charles  Tokarz
                                  ------------------------
                                  Charles  Tokarz
                                  Chief  Financial  Officer
                                                                        Page 13.
<PAGE>