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, 2004

( )      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 11,430,600 shares of the registrant's common stock outstanding as of
April 28, 2004.

      Transitional Small Business Disclosure Format   Yes ___ No _X_


                                       1
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                                      INDEX

PART I     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

     a) Balance Sheets as of March 31, 2004
            (unaudited) and December 31, 2003                                3.

     b) Statements of Operations for the three months ended
            March 31, 2004 and 2003 (unaudited)                              4.

     c)     Statements of Cash Flows for the three months
            ended March 31, 2004 and 2003 (unaudited)                        5.

     d)     Notes to Financial Statements (unaudited)                        6.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                        7. to 8.

ITEM 3.     CONTROLS AND PROCEDURES                                          9.

PART II     OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS                                               10.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS                       10.

ITEM 3.     DEFAULT UPON SENIOR SECURITIES                                  10.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             10.

ITEM 5.     OTHER INFORMATION                                               10.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                                10.

SIGNATURES                                                                  11.


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<TABLE>
<CAPTION>

PART  I:  FINANCIAL  INFORMATION
ITEM  1:  FINANCIAL  STATEMENTS

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS

                                   - ASSETS -
                                                                          March 31,     December 31,
                                                                            2004            2003
                                                                         ---------       ---------
                                                                        (Unaudited)
<S>                                                                      <C>             <C>
CURRENT ASSETS:
  Cash                                                                   $  47,455       $   2,688
  Accounts receivable, net of allowance for doubtful
   accounts of $10,536 and $8,479 for March 31, 2004
   and December 31, 2003, respectively                                      62,455          38,784
  Inventory                                                                157,600         107,539
                                                                         ---------       ---------

TOTAL CURRENT ASSETS                                                       267,510         149,011
                                                                         ---------       ---------
FIXED ASSETS:
  Production equipment                                                       2,600           2,600
  Warehouse equipment                                                        5,000           5,000
  Office equipment                                                          15,301          15,301
                                                                         ---------       ---------
                                                                            22,901          22,901
  Less: accumulated depreciation                                            21,933          21,833
                                                                         ---------       ---------
                                                                               968           1,068
                                                                         ---------       ---------
Other assets                                                                 3,000           3,000
                                                                         ---------       ---------
                                                                         $ 271,478       $ 153,079
                                                                         =========       =========

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-

CURRENT LIABILITIES:
  Accounts payable                                                       $  65,979       $  93,535
  Accrued expenses and other current liabilities                             5,284           3,552
  Shareholders' loans                                                      329,571         193,765
  Income taxes payable                                                         571             457
                                                                         ---------       ---------

TOTAL CURRENT LIABILITIES                                                  401,405         291,309
                                                                         ---------       ---------

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,
    11,430,600 shares issued and outstanding                                 11,431         11,431
  Additional paid-in capital                                                869,441        869,441
  Accumulated deficit                                                      (944,799)      (953,102)
  Unearned compensatory stock                                               (66,000)       (66,000)
                                                                          ---------      ---------

                                                                           (129,927)      (138,230)
                                                                          ---------      ---------

                                                                          $ 271,478      $ 153,079
                                                                          =========      =========
</TABLE>

                       See notes to financial statements.

                                       3
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                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                    Three Months Ended
                                                         March 31,
                                                  ---------------------
                                                      2004       2003
                                                  ----------  ---------
NET SALES                                         $  205,715  $ 200,602
COST OF SALES                                        136,065    134,524
                                                  ----------  ---------

GROSS PROFIT                                          69,650     66,078
                                                  ----------  ---------

OPERATING EXPENSES:
  Selling expenses                                    21,666     19,953
  General and administrative expenses                 39,567     35,684
                                                  ----------  ---------
                                                      61,233     55,638
                                                  ----------  ---------
PROFIT FROM OPERATIONS                                 8,417     10,441

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

PROFIT BEFORE TAXES                                    8,417      9,435

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

NET INCOME                                        $    8,303  $   9,435
                                                  ==========  =========

EARNINGS PER SHARE:
Basic                                             $       -   $      -
                                                  ==========  =========
Diluted                                           $       -   $      -
                                                  ==========  =========

                       See notes to financial statements.

                                       4
<PAGE>

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

                                                         For the Three Months
                                                            Ended March 31,
                                                          2004          2003
                                                       ---------     ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                           $   8,303    $    9,435
  Adjustments to reconcile net income
   to net cash used by operating activities:
    Depreciation                                             100           875
    Provision for bad debts                                2,057         2,017
    Changes in assets and liabilities:
    (Increase) in accounts receivable                    (25,728)      (55,626)
    (Increase) in inventories                            (50,061)      (41,499)
    (Decrease) increase in accounts payable              (27,556)       41,375
    Increase (decrease) in accrued expenses
      and other current liabilities                        1,846           (95)
                                                       ---------     ---------
      Net cash used by operating activities              (91,039)      (43,518)
                                                       ---------     ---------
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                    148,402        51,019
    Repayments of shareholder's loans                    (12,596)      (19,103)
                                                       ---------     ---------
      Net cash provided by financing activities          135,806        31,916
                                                       ---------     ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      44,767       (12,154)

  Cash and cash equivalents, at beginning of year          2,688        15,069
                                                       ---------     ---------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD            $  47,455     $   2,915
                                                       =========     =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

                       See notes to financial statements.

                                       5
<PAGE>

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (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,
2004 and December 31, 2003 (audited) and the results of operations for the three
months ended March 31, 2004 and 2003 and cash flows for the three months ended
March 31, 2004 and 2003.

The results of operations for the three months ended March 31, 2004 and 2003 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, 2003, 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.

Certain reclassifications have been made in the March 31, 2003 financial
statements to conform to the current fiscal year presentation.

NOTE 2 - GOING CONCERN:

      As shown in the accompanying financial statements, while the Company has a
net operating profit of $8,417 for the three month period ending March 31, 2004,
it also has an accumulated deficit of $944,799 as of March 31, 2004 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, 2004, the Company owed an aggregate of $329,571 to two of its
shareholders and on December 31, 2003 an aggregate of $193,765 to one of its
shareholders. The loans are non-interest bearing and have no formal repayment
terms. During the second quarter of 2003, a shareholder paid a $65,000 note
payable to a bank on behalf of the Company. The payment was recorded as an
increase to the shareholder's loan.

                                       6
<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 2.5%,
from $200,602 in the three months ended March 31, 2003 to $205,715 in the
three months ended March 31, 2004. For the three months ended March 31, 2004
gross sales of Icy Splash (TM) Clear, Icy Splash (TM) Second Generation and
other manufacturers' products, before price discounts and other sales
incentives, were 27.6%, 0.0% and 72.4%, respectively. For the three months ended
March 31, 2003 gross sales of Icy Splash (TM) Clear, Icy Splash (TM) Second
Generation and other manufacturers' products, before price discounts and other
sales incentives, were 48.0%, 0% and 52.0%, 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. Management's decision to suspend sales of Icy Splash Second Generation
during 2002 was due to the inability to raise funds to produce adequate
quantities of the lower margin product. The Company plans to re-launch the
second generation in the future. The increase of other manufacturers' products
of $39,562 for the three months ended March 31, 2004 versus the same three month
period last year is predominately due to new product lines added to local
distribution. The new items are less seasonal than soft drinks and should help
to lessen the effect of seasonal sales.

The gross profit margin increased to 33.9% in the first quarter of 2004 from
32.9% in the first quarter of 2003. The increase was due to better negotiated
purchasing prices of other manufacturers' products.

Selling expenses were $21,666 for the first quarter of 2004, compared with
$19,953 for the first quarter of 2003, 10.5% and 9.9% of sales, respectively.


                                       7
<PAGE>

General and administrative expenses were $39,567 in the first quarter of 2004,
compared with $35,684 in the first quarter of 2003, 19.2% and 17.8% of sales,
respectively. Management has continued its efforts to keep administrative costs
low until the Company raises additional capital. Professional fees were $13,084
in the first quarter of 2004, compared with $14,818 in the first quarter of
2003, 6.4% and 7.4% of sales, respectively. Payroll and related expenses were
$6,066 in the first quarter of 2004, compared with $0 in the first quarter of
2003, 2.9% and 0% of sales, respectively. Vehicle lease expenses were $4,138 in
the first quarter of 2004, compared with $0 in the first quarter of 2003, 2.0%
and 0% of sales, respectively. Both vehicle lease and payroll expenses are a
reflection of management's decision to distribute a larger variety of products,
with some local distribution.

Bad debt expense was $2,057 for the three months ended March 31, 2004 versus
$2,017 for the three months ended March 31, 2003, 1.0% and 1.0% of sales,
respectively.

Interest expense was $0 for the first quarter of 2004 versus $1,006 for the
first quarter of 2003, 0% and 0.5% of sales, respectively. During the second
quarter of 2003, a shareholder paid a $65,000 note payable to a bank on behalf
of the Company. The shareholder loan bears no interest, while the bank loan bore
interest of 6.5%.

There was a profit from operations for the first quarter of 2004 of $8,417,
compared with $10,441 for the first quarter of 2003, with an operating profit of
4.1% of sales for the first quarter of 2004 and 5.2% for the first quarter of
2003.

Net profit and net profit as a percent of sales for the first quarter of 2004
were $8,303 and 4.0%, compared to $9,435 and 4.7% for the first quarter of 2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

      Working capital increased $8,403 from December 31, 2003 to March 31, 2004.
Net cash flow used by operating activities was $91,039 and $43,518 for the three
months ended March 31, 2004 and 2003, respectively.

      During the first three months of 2004, the Company borrowed $148,402 from
two shareholders, while repaying $12,596, and during the first three months of
2003 it borrowed $51,019 from a shareholder, while repaying $19,103.

      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 in the past and have negative cash flow from operating activities as of
March 31, 2004. 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.

                                       8
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES


A)    EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. As of March 31, 2004,
      the Company's management carried out an evaluation, under the supervision
      of the Company's Chief Executive Officer, the Chief Financial Officer and
      the Principal Accounting Officer of the effectiveness of the design and
      operation of the Company's system of disclosure controls and procedures
      pursuant to the Securities and Exchange Act , Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act). Based upon that evaluation, the Chief Executive
      Officer, Chief Financial Officer and Principal Accounting Officer
      concluded that the Company's disclosure controls and procedures were
      effective, as of the date of their evaluation, for the purposes of
      recording, processing, summarizing and timely reporting material
      information required to be disclosed in reports filed by the Company under
      the Securities Exchange Act of 1934.

B)    CHANGES IN INTERNAL CONTROLS. There were no changes in internal controls
      over financial reporting, known to the Chief Executive Officer, Chief
      Financial Officer or Principal Accounting Officer that occurred during the
      period covered by this report that has materially affected, or is likely
      to materially effect, the Company's internal control over financial
      reporting.


                                       9
<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

      31.1 - Certification of Chief Executive Officer pursuant to Rule 13a-14
      and Rule 15d-14(a), promulgated under the Securities and Exchange Act of
      1934, as amended

      31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14
      and Rule 15d 14(a), promulgated under the Securities and Exchange Act of
      1934, as amended

      32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive
      Officer)

      32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial
      Officer)

      (b) Reports on Form 8-K

       None.

                                       10
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                                   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 17, 2004

                                         ICY SPLASH FOOD & BEVERAGE, INC.

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

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


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