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

                                  FORM 10-QSB/A

(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>
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<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.

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<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.
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<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.
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<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.
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<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. The Company attributes $95,645.28 to sales of
new product lines added to the local distribution. The new items can be
classified as "winter" items or "year-round" items and help minimize seasonality
in sales (since soft drinks sales peak in the summer). The Company continues to
increase product line to avoid seasonality and increase sales. 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. Since the Company was not able to raise funds as it had planned, a
change in marketing strategy was made temporarily terminating Second Generation
sales. The Company plans to re-launch Second Generation at some date, presently
undetermined, in the future. 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>

<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


                                  /s/ Joseph Aslan
                                  --------------------------
                                  Joseph Aslan
                                  Chief Executive Officer


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