U.S. Securities and Exchange Commission
                             Washington, D. C. 20549

                    ----------------------------------------


                                  Form 10-QSB/A


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

                  For the quarterly period ended June 30, 1999

                                       OR

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

            For the transition period from ___________ to ___________

                               ------------------

                         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                          (I.R.S. Employer
   incorporation or organization)                         Identification No.)

                          9-15 166th Street, Suite 5-B
                           Whitestone, New York 11357
                    (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 Securities  Exchange Act of 1934 during the preceding
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 [_]       No [X]



          The number of shares outstanding of the issuer's common stock
                     as of September 30, 1999 was 6,600,000



<PAGE>

                                      INDEX

PART I FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

               a)   Balance Sheets as of June 30, 1999
                    and December 31, 1998.....................................3

               b)   Statements of Operations for the
                    Three and Six Months Ended
                    June 30, 1999 and 1998....................................4

               c)   Statements of Cash Flows for the
                    Six Months Ended June 30, 1999
                    and 1998..................................................5

               d)   Notes to Financial Statements.......................6 to 11


     ITEM 2. MANAGEMENT'S DISCUSSION AND
             ANALYSIS OF FINANCIAL CONDITION
             AND RESULT OF OPERATIONS........................................12


PART II OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS...............................................14

     ITEM 6. EXHIBITS AND REPORTS
             ON FORM 8-K.....................................................14

               a)   EXHIBITS.................................................14

               b)   REPORTS ON FORM 8-K......................................14

                                        2

<PAGE>

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                   - ASSETS -
                                                                     June 30,    December 31,
                                                                        1999         1998
                                                                      ---------    ---------
<S>                                                                   <C>          <C>
CURRENT ASSETS:
     Cash                                                             $   1,494    $  20,314
     Accounts receivable, net of allowance for doubtful accounts of
       $6,108 and $4,163 for June 30 and December 31, respectively      106,624       69,833
     Notes receivable (Note 3)                                           13,329       34,610
     Inventory (Note 2d)                                                104,700       60,881
     Prepaid expenses                                                     3,000        3,000
                                                                      ---------    ---------

TOTAL CURRENT ASSETS                                                    229,147      188,638
                                                                      ---------    ---------

FIXED ASSETS (Note 2c):
     Warehouse equipment                                                  5,000        5,000
     Office equipment                                                    12,279        9,394
                                                                      ---------    ---------
                                                                         17,279       14,394
     Less: accumulated depreciation                                       6,173        4,673
                                                                      ---------    ---------
                                                                         11,106        9,721
                                                                      ---------    ---------

                                                                      $ 240,253    $ 198,359
                                                                      =========    =========

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
     Notes payable (Note 4)                                           $  65,000    $  65,000
     Accounts payable                                                    58,868       53,900
     Accrued expenses and other current liabilities                      17,727       15,537
     Income taxes payable                                                   454          454
                                                                      ---------    ---------

TOTAL CURRENT LIABILITIES                                               142,049      134,891
                                                                      ---------    ---------

LONG-TERM LIABILITIES
     Shareholders' loans                                                 13,000         --
                                                                      ---------    ---------


COMMITMENTS AND CONTINGENCIES (Note 8)


SHAREHOLDERS' EQUITY (Note 6):
     Preferred stock, $.001 par value, 1,000,000 shares authorized,
       zero shares issued and outstanding for 1999 and 1998                --           --
     Common stock, $.001 par value, 50,000,000 shares authorized,
       6,600,000shares issued and outstanding                             6,600        6,600
     Additional paid-in capital                                         158,456      174,587
     Accumulated deficit                                                (79,852)    (117,719)
                                                                      ---------    ---------
                                                                         85,204       63,468
                                                                      ---------    ---------
                                                                      $ 240,253    $ 198,359
                                                                      =========    =========
</TABLE>


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

                                       3
<PAGE>
                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                             Three Months               Six Months
                                                            Ended June 30,           Ended June 30,
                                                          1999         1998         1999         1998
                                                        ---------    ---------    ---------    ---------
<S>                                                     <C>          <C>          <C>          <C>
NET SALES (Note 5)                                      $ 206,205    $ 149,904    $ 315,014    $ 181,896

COST OF SALES                                             127,738       87,007      209,237      106,133
                                                        ---------    ---------    ---------    ---------

GROSS PROFIT                                               78,467       62,897      105,777       75,763
                                                        ---------    ---------    ---------    ---------

OPERATING EXPENSES (Note 5):
     Selling expenses - Schedule 1                         25,554       22,476       35,459       27,512
     General and administrative expenses - Schedule 2      19,660       16,106       28,521       25,850
                                                        ---------    ---------    ---------    ---------
                                                           45,214       38,582       63,980       53,362
                                                        ---------    ---------    ---------    ---------

INCOME FROM OPERATIONS                                     33,253       24,315       41,797       22,401

OTHER INCOME (EXPENSES):
     Interest expense                                      (1,625)         (19)      (3,250)         (19)
                                                        ---------    ---------    ---------    ---------

INCOME (LOSS) BEFORE TAXES                                 31,628       24,296       38,547       22,382

     Provision for income taxes (Note 2f)                    --           --            680          712
                                                        ---------    ---------    ---------    ---------

NET INCOME                                              $  31,628    $  24,296    $  37,867    $  21,670
                                                        =========    =========    =========    =========

EARNINGS (LOSS) PER SHARE (Note 2k):

     Basic                                              $    --      $    --      $    0.01    $    --
                                                        =========    =========    =========    =========
     Diluted                                            $    --      $    --      $    0.01    $    --
                                                        =========    =========    =========    =========
</TABLE>



    The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998


<TABLE>
<CAPTION>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
                                                                    1999        1998
                                                                  --------    --------
<S>                                                               <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net profit (loss)                                            $ 37,867    $ 21,670
     Adjustments to reconcile net income to net cash
       used in operating activities:
       Depreciation                                                  1,500       1,100
       Provision for bad debts                                       8,445      10,070
     Changes in assets and liabilities:
     Increase in accounts receivable                               (38,736)    (57,944)
     Increase in inventories                                       (43,819)    (16,500)
     Increase in accounts payable                                    4,968      15,372
     Decrease in accrued expenses and other current liabilities     (4,310)     (6,066)
                                                                  --------    --------
       Net cash provided by operating activities                   (34,085)    (32,298)
                                                                  --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                       (2,885)     (2,691)
     Increase in note receivable                                      --       (30,860)
     Repayments of note receivable                                  21,281        --
                                                                  --------    --------
       Net cash provided (used) in investing activities             18,396     (33,551)
                                                                  --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from issuance of common stock                       --        13,700
     Proceeds from short-term debt                                  65,000        --
     Repayments of short-term debt                                 (65,000)       --
     Net cost from issuance of common stock                        (16,131)    (32,703)
     Proceeds from shareholder loans                                13,000      87,402
     Deferred offering costs                                          --        27,287
                                                                  --------    --------
       Net cash provided (used) by financing activities             (3,131)     95,686
                                                                  --------    --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               (18,820)     29,837

     Cash and cash equivalents, at beginning of period              20,314        --
                                                                  --------    --------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                       $  1,494    $ 29,837
                                                                  ========    ========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash during the period for:
       Income taxes paid                                          $   --      $    680
       Interest paid                                              $   --      $   --
</TABLE>


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


                                        5
<PAGE>


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


NOTE 1 - NATURE OF BUSINESS:

          Icy Splash Food and Beverage, Inc. (the "Company") is the producer and
          distributor  of an all  natural,  fruit  flavored,  clear and colored,
          carbonated,  refreshing  soft  drink.  The product  line is  currently
          supplied in a variety of flavors to  supermarkets,  grocery stores and
          convenience stores in the tri-state area. The Company was incorporated
          in the State of New York on June 17, 1996.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

          The Company's  accounting  policies are in accordance  with  generally
          accepted  accounting  principles.  Outlined  below are those  policies
          considered particularly significant.

     (a)  Use of Estimates:

          In  preparing  financial   statements  in  accordance  with  generally
          accepted accounting principles, management makes certain estimates and
          assumptions,  where  applicable,  that affect the reported  amounts of
          assets  and  liabilities  and  disclosures  of  contingent  assets and
          liabilities  at the date of the financial  statements,  as well as the
          reported amounts of revenues and expenses during the reporting period.
          While actual  results  could differ from these  estimates,  management
          does not expect such  variances,  if any, to have a material effect on
          the financial statements.

     (b) Concentration of Credit Risk/Fair Value:

          Financial   instruments  that  potentially   subject  the  Company  to
          concentrations of credit risk consist principally of cash.

          The Company,  from  time-to-time,  may maintain  cash  balances  which
          exceed the federal  depository  insurance  coverage limit. The Company
          performs periodic reviews of the relative credit rating of its bank to
          lower its risk.

          The carrying amounts of cash,  accounts  receivable,  accounts payable
          and  accrued  expenses  approximate  fair value due to the  short-term
          nature of these items.

     (c)  Fixed Assets and Depreciation:

          Fixed assets are reflected at cost.  Depreciation and amortization are
          provided on a straight-line basis over the following useful lives:

                       Warehouse equipment                        5 years
                       Office equipment                           5 years

          Maintenance  and  repairs are  charged to expense as  incurred;  major
          renewals and betterments are capitalized.



                                       6
<PAGE>


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




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

     (d)  Inventories:

          Inventories  are  stated  at the  lower  of cost or  market  (first-in
          first-out method) and consist of only raw materials.

          Inventory consists of the following:

                                                       June 30,   December 31,
                                                         1999        1998
                                                        --------   --------
     Finished product                                   $   --     $   --
     Flavoring , bottles and packaging materials         104,700     60,881
                                                        --------   --------
                                                        $104,700   $ 60,881
                                                        ========   ========

     (e)  Deferred Offering Costs:

          Deferred  offering  costs were incurred by the Company in  conjunction
          with a private placement  offering (see Note 6). Although the exercise
          of warrants has not been  completed  these costs were charged  against
          additional paid-in capital upon the completion of the offering.

     (f)  Income Taxes:

          The Company utilizes Financial Accounting Standard Board Statement No.
          109, "Accounting for Income Taxes"("SFAS 109"), which requires the use
          of the asset and  liability  approach of providing  for income  taxes.
          SFAS 109 requires  recognition of deferred tax  liabilities and assets
          for the  expected  future tax  consequences  of events  that have been
          included in the financial statements or tax returns. Under this method
          deferred  tax  liabilities  and  assets  are  determined  based on the
          difference between the financial statement and tax basis of assets and
          liabilities  using  enacted  tax rates in effect for the year in which
          the differences are expected to reverse. Under SFAS 109, the effect on
          deferred  tax  assets  and  liabilities  of a change  in tax  rates is
          recognized in income in the period that includes the enactment date.

          The Company has a net operating loss  carryforward as of its year end,
          December  31, 1998,  of  approximately  $100,000  which may be applied
          against  future  taxable  income,  and which expires in the year 2012.
          Since there is no  assurance  that the Company  will  generate  future
          taxable  income to utilize the deferred tax asset  resulting  from the
          net operating loss  carryforward,  the Company has not recognized this
          asset.

     (g)  Statements of Cash Flows:

          For purposes of the statement of cash flows, the Company considers all
          highly liquid investments purchased with an original maturity of three
          months or less to be cash equivalents.


                                       7
<PAGE>


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



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

     (h)  Comprehensive Income:

          In  June  1997,  the  Financial   Accounting  Standards  Board  issued
          Statement No. 130 "Reporting Comprehensive  Income"("SFAS 130"), which
          prescribes  standards  for  reporting  comprehensive  income  and  its
          components.  SFAS 130 is effective  for fiscal years  beginning  after
          December 15, 1997. Since the Company currently does not have any items
          of comprehensive income, a statement

     (i)  Advertising Costs:

          Advertising  costs,  which  are  included  in  selling  expenses,  are
          expensed  as  incurred.  For six months  ended June 30,  1999 and 1998
          advertising  costs,   including  promotion,   aggregated  $14,845  and
          $19,002, respectively.

     (j)  Revenue Recognition:

          The Company  recognizes  operating  revenue upon  shipment of goods to
          customer.

     (k)  Earnings Per Share

          The Company has adopted Financial Accounting Standards Board Statement
          No. 128  "Earnings  Per Share"  ("SFAS  128"),  which has  changed the
          method for  calculating  earnings  per share.  SFAS 128  requires  the
          presentation  of basic and diluted  earnings  per share on the face of
          the statement of operations.  Earnings per common share is computed by
          dividing net income by the weighted  average  number of common  shares
          outstanding and for diluted earnings per share also common  equivalent
          shares outstanding.

          The following  average  shares were used for the  computation of basic
          and diluted earnings per share:


               Six months ended June 30,       1999            1998
                                            ---------        ---------
               Basic                        6,600,000        6,334,144
               Diluted                      7,550,000        6,779,017

     (l)  Stock Based Compensation

          SFAS No. 123  "Accounting For Stock Based  Compensation"  requires the
          Company to either record compensation expense or to provide additional
          disclosure  with respect to stock awards and stock option  grants made
          after  December  31,  1994.  The   accompanying   notes  to  financial
          statements include the disclosure required by SFAS No. 123.



                                       8
<PAGE>

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




NOTE 3 - NOTES RECEIVABLE:

          At June 30, 1999 and December 31, 1998 the Company was owed $1,485 and
          $15,565,  respectively,  from  a  vendor  who  is a  co-packer  of the
          Company's  products.  The  vendor  had  agreed to pay back the loan by
          providing  services  equal to $1,500 a month  for 12 months  beginning
          June 1,  1998.  At June  30,  1998,  the  co-packer  had not  provided
          services to make payments. At June 30, 1999 the co-packer has provided
          services and made payments.  Management believes the remaining balance
          at June 30, 1999 is fully collectible.

          At June 30, 1999 and  December  13, 1998 the company was owed  $24,844
          and  $25,544,  respectively,  by  a  customer  (distributor)  for  the
          Company's  products.  The customer has agreed to pay at least $1,000 a
          month  beginning  August  15,  1998,  with no  interest  if the entire
          balance is paid by June 1999 and 1.1% interest per month on the unpaid
          balance   thereafter.   At  June  30,  1999,  the  customer  had  paid
          approximately  five of eleven  payments due. A new agreement  with the
          customer for  brokerage  services  should  accelerate  the payments by
          providing services for payments.  Although Management is confident the
          balance due will ultimately be paid, a collection allowance of $13,000
          has been recorded against this note.

NOTE 4 - NOTE PAYABLE:

          On June 30, 1999, the Company received a bank loan aggregating $65,000
          with an annual  interest  rate of 4.5%,  payable on December 22, 1999.
          The bank loan is secured by certificates  of deposit  belonging to two
          major  shareholders.  Proceeds  from  the  note  were  used to repay a
          $65,000  loan due on May 31, 1999 and extended to June 30, 1999 by the
          lender at the request of the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS:


     (a)  During  December  1998,  the Company  initiated  sales of product to a
          distributor.  Certain  members  of  management  of  the  company  have
          personally agreed to provide financing and  organizational  support to
          the distributor. 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. For the six months ended June 30, 1999, approximate sales were
          $198,320  and accounts  receivable  were $48,602 (see Note 7). At June
          30,  1999,  financing  provided  to this  distributor  by  members  of
          management aggregated approximately $160,000.


     (b)  On March 19, 1998,  the Company  entered  into a consulting  agreement
          with an individual to act as the Company's Chief Financial Officer. As
          part of the consideration for these services,  the Company would issue
          20,000  shares of common  stock , at a value of $1,600.  To date,  the
          shares  of stock  have  not been  issued,  although  the  accompanying
          financial  statements  reflect an accrual for compensation  expense in
          1998.

NOTE 6 - STOCKHOLDERS' EQUITY:

          Recapitalization:

          On February  13, 1997 the  stockholders  and  directors of the Company
          adopted  resolutions  to amend the  Certificate  of  Incorporation  to
          change the  capitalization of the Company from 200 shares no par value
          to  50,000,000  shares at $.001 par value and to restate the number of
          issued and outstanding shares to 6,100,000 shares.



                                       9
<PAGE>

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



NOTE 6 - STOCKHOLDERS' EQUITY (Continued):


          Private Placement Offering:

          During 1998,  the Company  commenced  selling  common stock  through a
          private placement  memorandum.  The offering is for the sale of 10,000
          units at an  offering  price of $5.00  per unit,  of which,  each unit
          consists of 50 shares of common stock and 95  redeemable  common stock
          purchase  warrants.  The common stock and  warrants may be  separately
          transferred  at any  time  after  issuance,  subject  to  restrictions
          contained in the private placement  memorandum.  Each warrant entitles
          the holder to purchase one share of the Company's common stock for $1.
          The exercise  price of the warrants and the number of shares  issuable
          upon  exercise  of the  warrants  are also  subject to  adjustment  to
          protect against dilution.  The Company may also redeem the warrants at
          a price of $.01 per  warrant  upon the  occurrence  of certain  market
          conditions.  Unless extended by the Company,  the warrants will expire
          on January 20, 2000.  As of June 30, 1999,  all 10,000 units have been
          sold. Costs in excess of proceeds  received  aggregating  $44,444 were
          reflected as a reduction of shareholders' equity at June 30, 1999.

          The  common  stock  and  warrants  included  in the unit have not been
          registered,  and are not required to be, under the  Securities  Act of
          1933 ("the Act"). These securities have been offered in the absence of
          any  registration   under  the  Act  through  the  Company's  intended
          compliance with Rule 504 under Regulation D promulgated under the Act.
          Pursuant to Rule 504,  the shares are freely  transferable  subject to
          various state securities laws.


NOTE 7 - ECONOMIC DEPENDENCY:

          For the six months ended June 30, 1999 sales to two customers exceeded
          10% of the  Company's  total  sales.  The  approximate  sales to these
          customers were $198,320 and $88,746,  respectively.  The corresponding
          accounts  receivable  from these  customers  were $48,602 and $47,718,
          respectively.

          For the six months ended June 30, 1998 sales to two customers exceeded
          10% of the  Company's  total  sales.  The  approximate  sales to these
          customers were $104,990 and $45,643,  respectively.  The corresponding
          accounts  receivable  from these  customers  were $37,416 and $42,282,
          respectively.


NOTE 8 - COMMITMENTS AND CONTINGENCIES:

          Litigation:


          The Company was a defendant in a lawsuit involving  leasehold property
          for which the plaintiff claims the Company is responsible. A motion to
          dismiss was pending  before the court.  The  likelihood of a favorable
          outcome  was  anticipated  by  the  Company's  counsel,  therefore  no
          provision has been made in the financial  statements  relating to this
          matter. As of December 31, 1998 this lawsuit was dismissed.

          The Company is a plaintiff  in a lawsuit with a  predecessor  company,
          "Icy Splash,  Inc.," and a former shareholder of Icy Splash, Inc. This
          case is presently  pending in the Supreme  Court,  Kings  County.  The
          Company has secured a preliminary  injunction  against the  defendants
          enjoining  them  from  misappropriating  the  Company's   intellectual
          property rights  including the use of the trademark "Icy Splash".  The
          defendants  initially  filed  a  notice  of  appeal  relating  to  the
          injunction. However, their time to perfect the appeal has expired. The
          case to convert the preliminary  injunction to a permanent  injunction
          is proceeding on the merits.





                                       10
<PAGE>
                       ICY SPLASH FOOD AND BEVERAGE, INC.
                  SCHEDULES SUPPORTING STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                     Three Months        Six Months
                                                    Ended June 30,     Ended June 30,
                                                    1999     1998      1999      1998
                                                  -------   -------   -------   -------
<S>                                               <C>       <C>       <C>       <C>
SELLING EXPENSES - Schedule 1:
     Freight and delivery                         $ 8,229   $ 9,358   $16,557   $ 8,090
     Promotion                                     14,667      --      14,667      --
     Slotting fees                                   --        --         712      --
     Advertising                                     --      12,698       178    19,002
     Other selling expenses                         2,658       420     3,345       420
                                                  -------   -------   -------   -------
TOTAL SELLING EXPENSES                            $25,554   $22,476   $35,459   $27,512
                                                  =======   =======   =======   =======

GENERAL AND ADMINISTRATIVE EXPENSES-Schedule 2:
     Automotive expenses                          $ 1,104   $ 1,724   $ 2,439   $ 3,196
     Bad debt expense                               8,445    10,070     8,445    10,070
     Depreciation                                     750       550     1,500     1,100
     Insurance                                      2,991      --       5,367       754
     Interest                                       1,625        19     3,250        19
     Miscellaneous expense                            164       285       149       490
     Professional fees                              1,717      --       1,717     4,000
     Rent                                            --        --       1,079      --
     Repairs and maintenance                         --        --         898      --
     Office expense                                   387        31       538        31
     Telephone                                      2,815     1,963     4,865     3,366
     Travel and entertainment                       1,287     1,483     1,524     2,843
                                                  -------   -------   -------   -------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES         $21,285   $16,125   $31,771   $25,869
                                                  =======   =======   =======   =======
</TABLE>


                                 11
<PAGE>



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

RESULTS OF OPERATIONS

     Net sales for Icy Splash Food & Beverage,  Inc. (the  "Company")  increased
37.6%, from $149,904 to $206,205,  in the second quarter of 1999 and 73.2%, from
$181,896 to $315,014,  year to date versus comparable periods in the prior year.
The increase  reflects the introduction of a new line of products,  Icy Splash -
Second  Generation,  at the end of December 1998.  While the Company's  original
product,  Icy Splash - Clear,  accounted for all beverage sales in the first two
quarters of 1998, it accounted for 32% of beverage  sales for the second quarter
and 34% year to date in 1999.

     The gross profit  margin  decreased to 38.1% in the second  quarter of 1999
from 42.0% in the second  quarter of 1998 and to 33.6% year to date in 1999 from
41.7% for the same  period in 1998.  The  decrease  in  profit  margin  for both
periods  was  caused by the  introduction  of the lower  profit  margin  line of
products, Icy Splash - Second Generation, into the sales mix.

     Selling expenses were $25,554 in the second quarter of 1999,  compared with
$22,476 in the second quarter of 1998, 12.4 % and 15.0 % of sales, respectively.
For the first six  months of the year  selling  expenses  were  $35,459 in 1999,
compared  with  $27,512 for the same  period in 1998,  11.3% and 15.1% of sales,
respectively.  The increase in the dollar volume of selling  expenses in 1999 is
due to the increase in sales  volume,  while the decrease in percentage of sales
is due to the lower selling costs  associated with the new product line.  During
the first six months of 1999, $14,667 of promotion expenses (sales discounts and
giveaways) were expended to promote sales of the Icy Splash - Second  Generation
product line,  compared  with none in 1998.  During the first six months of 1998
there were advertising  expenditures of $19,002 for advertising media, including
video, compared to $178 in 1999.

     General and  administrative  expenses were $19,660 in the second quarter of
1999,  compared  with $16,106 in the second  quarter of 1998,  9.5% and 10.7% of
sales, respectively. For the first six months of 1999 general and administrative
expenses  were  $28,521 in 1999,  compared  with  $25,850 for the same period in
1998, 9.1% and 14.2% of sales,  respectively.  While the decrease of general and
administrative  expenses as a percent of sales demonstrates that growth of sales
has been accomplished without a corresponding growth of overhead expenses, there
has  been  a  significant  increase  in  insurance,  due to  more  comprehensive
insurance  coverage in 1999. Bad debt expense is $8,445 for the first six months
of 1999 versus  $10,070  for the same  period of 1998,  2.7% and 5.5.% of sales,
respectively.  The Company  anticipates  continuing  lower bad debt expense as a
percent  of sales  for  1999  due to the  quality  of its  current  distributors
(customers).  Other expenses with significant differences are temporary,  timing
differences.

     Income  from  operations  for the second  quarter of 1999 was  $33,253,  an
increase of $8,938 from the second quarter of 1998, with an operating  margin of
16.1% for 1999 and 16.2% for 1998,  reflecting an increase in sales  volume,  an
increase  in  operating  costs and lower  gross  profit  margin for Icy Splash -
Second  Generation.  Income from  operations  and  operating  margin for the six
months ended June 30, 1999 were $41,797 and 13.3%, compared to $22,401 and 12.3%
for the six months ended June 30, 1998.


                                       12
<PAGE>


     Interest  expense  increased  from $19 to $1,625,  in the second quarter of
1999 and from $19 to $3,250 year to date versus comparable  periods in the prior
year.  There was an outstanding  $65,000 note payable during 1999 and no note in
1998.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital  increased  $33,351 from December 31, 1998 to June 30, 1999
because  proceeds  of  profitable  operations  were used to fund  inventory  and
receivables.

     Net cash flow used by operating  activities was $34,085 and $32,298 for the
six months ended June 30, 1999 and 1998,  respectively.  Cash was  predominantly
used to fund  increases  in  accounts  receivable  and  inventory  in  order  to
facilitate increases in sales volume.

     During the second  quarter of 1999,  $20,781 was  collected  against  notes
receivable  from  vendors,  while during the second  quarter of 1998 $30,860 was
loaned to a vendor.  There was negligible activity for the first quarter of both
years.  The Company made a loan to a vendor to help fund  capital  improvements.
Repayment was recorded as the vendor performed services for the Company.

     During the second  quarter of 1999, a $65,000 note payable was  refinanced.
During the second quarter of 1998, the Company received $13,700 of equity from a
private placement and $74,852 of shareholder loans.  During the six months ended
June 30, 1998  $87,402 of  shareholder  loans and  $13,700 of private  placement
equity were received.  Shareholder  loans and private placement equity were used
to fund increased  sales volume and costs for a planned  private  offering under
Regulation D of the Securities  Act of 1933, as amended,  of $16,131 and $32,703
for 1999 and 1998, respectively.

YEAR 2000 COMPLIANCE

     The Year 2000 issue arises as the result of computer  programs  having been
written, and systems having been designed,  using two digits rather than four to
define the applicable  year ("Year 2000").  Consequently,  such software has the
potential  to  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  a  system  failure  or  miscalculation   causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

     The Company does not expect to be affected by Year 2000 as it does not rely
on  date-sensitive   software  or  affected  hardware.   The  Company's  current
accounting and other systems were purchased "off-the-shelf". The Company intends
to timely update its  accounting  and other  systems which are  determined to be
affected by Year 2000 by purchasing  Year 2000  compliant  software and hardware
available from retail vendors at reasonable cost.

     To date,  the Company has not devised a  contingency  plan for a worst case
scenario  resulting  from Year  2000.  The  Company  does not intend to create a
contingency  plan at this  time  since  Management  has  determined  that such a
contingency  plan  would not be cost  beneficial  to the  Company  where it only
relies on software and systems for internal accounting purposes.


                                       13
<PAGE>


     Management  has not yet  contacted  other  companies on whose  services the
Company  depend to  determine  whether  such  companies'  systems  are Year 2000
compliant.  If the systems of the companies or other companies on whose services
we depend, including the Company's customers, are not Year 2000 compliant, there
could be a material  adverse  effect on the  Company's  financial  condition  or
result of operations.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On March  19,1997,  the Company  filed suit  against Icy  Splash,  Inc.,  a
predecessor of the Company,  and a former  shareholder of Icy Splash,  Inc. This
case is  presently  pending in the  Supreme  Court,  Kings  County.  The Company
secured a preliminary  injunction  against the  defendants  enjoining  them from
misappropriating the Company's intellectual property rights including the use of
the trademark  "Icy Splash." The defendants  initially  filed a notice of appeal
relating  to the  injunction.  However,  their  time to  perfect  the appeal has
expired.  The  case  to  convert  the  preliminary  injunction  to  a  permanent
injunction is proceeding on the merits.  Management believes that this suit will
be resolved in favor of the Company, although there can be no assurance.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibit 27 - Financial Data Schedule.

     b)   The  Registrant  did not file any reports on Form 8-K for events which
          occurred during the six months ended June 30, 1999.


                                       14
<PAGE>


                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        ICY SPLASH FOOD & BEVERAGE, INC.

Dated: November 4, 1999                 By:  /s/ Joseph Aslan
                                             -----------------------------------
                                             Joseph Aslan,
                                             President


Dated: November 4, 1999                 By:  /s/ Charlie Tokarz
                                             -----------------------------------
                                             Charlie Tokarz,
                                             Chief Financial Officer