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

                                   FORM 10-QSB

(Mark  One)

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

        For  the  Quarterly  Period  Ended June 30, 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 July 21, 2003.

     Transitional  Small  Business  Disclosure  Format        Yes  ___  No _X_


<PAGE>


                                  INDEX


PART I     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

     a)     Balance  Sheets as of June 30, 2003  (unaudited)
            and December 31, 2002                                     3.

     b)     Statements of  Operations  for the three and six
            months ended June 30, 2003 and 2002  (unaudited)          4.

     c)     Statements  of Cash  Flows  for  the six  months
            ended June 30, 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.


<PAGE>


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>
                                                                  June 30,    December 31,
                                                                    2003         2002
                                                                  ---------   ------------
                                                                 (Unaudited)

CURRENT ASSETS:
<S>                                                               <C>          <C>
  Cash                                                            $   6,974    $  15,069
  Accounts receivable, net of allowance for doubtful accounts of
   $5,831 and $1,325 for June 30, 2003 and December 31, 2002,
   respectively                                                     116,390       11,368
  Inventory                                                         192,826      163,634
                                                                  ---------    ---------

TOTAL CURRENT ASSETS                                                316,190      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                                     20,083       18,333
                                                                  ---------    ---------
                                                                      2,818        4,016
                                                                  ---------    ---------
                                                                  $ 319,008    $ 194,087
                                                                  =========    =========

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-

CURRENT LIABILITIES:
  Note  payable                                                   $     --     $  65,000
  Accounts payable                                                   95,306       47,642
  Accrued expenses and other current liabilities                      9,406        3,889
  Shareholder's loans                                               193,592       59,297
  Related party loans                                                37,285       37,285
  Income taxes payable                                                  229          456
                                                                  ---------    ---------

TOTAL CURRENT LIABILITIES                                           335,818      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
    June 30,2003 and December 31, 2002                                11,436      11,436
  Additional paid-in capital                                         854,488     854,488
  Accumulated deficit                                               (803,472)   (806,144)
  Unearned compensatory stock                                        (66,000)    (66,000)
  Stock subscription receivable                                      (13,262)    (13,262)
                                                                   ---------   ---------
                                                                     (16,810)    (19,482)
                                                                   ---------   ---------

                                                                   $ 319,008   $ 194,087
                                                                   =========   =========
</TABLE>


                       See notes to financial statements.


                                    Page 3.
<PAGE>


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


<TABLE>
<CAPTION>

                                          Three Months Ended      Six Months Ended
                                               June 30,               June 30,
                                        ---------------------  ---------------------
                                           2003       2002        2003       2002
                                        ----------  ---------  ----------  ---------
<S>                                     <C>         <C>        <C>         <C>
NET SALES                               $ 248,945   $206,975   $ 469,655   $298,549
COST OF SALES                             170,671    124,581     305,195    186,849
                                        ----------  ---------  ----------  ---------

GROSS PROFIT                               78,274     82,394     164,460    111,700
                                        ----------  ---------  ----------  ---------

OPERATING EXPENSES:
  Selling expenses                         29,694     31,289      53,723     42,657
  General and administrative expenses      54,323     46,237     106,039     77,755
                                        ----------  ---------  ----------  ---------
                                           84,017     77,526     159,762    120,412
                                        ----------  ---------  ----------  ---------
INCOME (LOSS) FROM OPERATIONS              (5,743)     4,868       4,698     (8,712)

OTHER EXPENSES:
Interest expense                           (1,020)    (1,072)     (2,026)    (2,103)
                                        ----------  ---------  ----------  ---------

INCOME (LOSS) BEFORE TAXES                 (6,763)     3,796       2,672    (10,815)

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

NET INCOME (LOSS)                         $(6,763)  $  3,796   $   2,672   $(10,815)
                                        ==========  =========  ==========  =========

INCOME (LOSS) PER SHARE:
Basic                                   $       -   $      -   $       -   $      -
                                        ==========  =========  ==========  =========
Diluted                                 $       -   $      -   $       -   $      -
                                        ==========  =========  ==========  =========
</TABLE>

                       See notes to financial statements.


                                    Page 4.
<PAGE>


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

<TABLE>
<CAPTION>

                                                                  For the Six Months
                                                                    Ended June 30,
                                                                  2003          2002
                                                               ---------     ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>         <C>
  Net income (loss)                                              $ 2,672     $ (10,815)
  Adjustments to reconcile net income (loss)
   to net cash used by operating activities:
    Depreciation                                                   1,750         1,500
    Provision for bad debts                                        4,506         6,772
    Stock issued for services                                        --        126,700
    Changes in assets and liabilities:
    (Increase) in accounts receivable                           (109,528)       (9,544)
    (Increase) decrease in inventories                           (29,192)       19,538
    Increase (decrease) in accounts payable                       47,665       (18,853)
    Increase (decrease) in accrued expenses
      and other current liabilities                                5,289      (118,705)
                                                               ---------     ---------

      Net cash used by operating activities                      (76,838)       (3,407)
                                                               ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                       (552)         --
                                                               ---------     ---------
     Net cash (used in) investing
      activities                                                    (552)         --
                                                               ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from related party loan                                 --         48,500
    Repay note payable                                           (65,000)          --
    Proceeds from shareholder's loans                            164,498        39,985
    Repayments of shareholder's loans                            (30,203)      (85,911)
                                                               ---------     ---------
      Net cash provided by financing activities                   69,295         2,574
                                                               ---------     ---------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                      (8,095)         (833)


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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                    $   6,974     $   3,135
                                                               =========     =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash during the period for:
    Income taxes paid                                           $    455      $    455
    Interest paid                                               $  2,026      $  2,103

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:

    865,000 shares of common stock issued as compensation
    for professional services rendered                          $   --        $126,700
    155,000 shares of common stock issued as compensation
    for professional services to be rendered                    $   --        $ 46,500
</TABLE>


                       See notes to financial statements.


                                    Page 5.
<PAGE>


                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 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 June 30, 2003
and December 31, 2002  (audited) and the results of operations for the three and
six months  ended June 30, 2003 and 2002 and cash flows for the six months ended
June 30, 2003 and 2002.

     The results of operations  for the three and six months ended June 30, 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,  while the Company has a
net operating profit of $2,672 for the six month period ending June 30, 2003, it
has an  accumulated  deficit of $803,472 as of June 30, 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 June 30, 2003 and  December  31, 2002 the Company  owed an  aggregate of
$193,592 and $59,297, respectively to one of its shareholders. The loan is
non-interest  bearing  and has no formal  repayment  terms.  During  the  second
quarter of 2003, the 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.

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  this
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 six
months ended June 30, 2003.

Since the third quarter of 2002, the Company has borrowed from this  corporation
which is owned by one of the Company's  shareholders.  The loan  outstanding  is
$37,285 at June 30, 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 was 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 June 30, 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
20.3%, from $206,975 in the three months ended June 30, 2002 to $248,945 in the
three months ended June 30, 2003, and increased 57.3%,  from $298,549 in the six
months  ended June 30, 2002 to $469,655 in the six months  ended June 30,  2003.
For the three  months  ended June 30, 2003 sales of Icy Splash  (TM) Clear,  Icy
Splash (TM) Second Generation and other  manufacturers'  products were 44.1%, 0%
and 55.9%,  respectively.  For the three months ended June 30, 2002 sales of Icy
Splash (TM) Clear,  Icy Splash  (TM)Second  Generation and other  manufacturers'
products were 95.4%,  0% and 4.6%,  respectively.  For the six months ended June
30, 2003 sales of Icy Splash (TM) Clear,  Icy Splash (TM) Second  Generation and
other manufacturers'  products were 46.0%, 0% and 54.0%,  respectively.  For the
six months  ended  June 30,  2002 sales of Icy  Splash  (TM)  Clear,  Icy Splash
(TM)Second  Generation and other  manufacturers'  products were 78.6%,  2.4% and
19.0%,  respectively.  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 31.4% in the second  quarter of 2003  versus
39.8% in the second  quarter of 2002,  and 35.0% in the first six months of 2003
versus 37.4% in the first six months of 2002.

     Selling expenses were $29,694 in the second quarter of 2003,  compared with
$31,289 in the second quarter of 2002, 11.9% and 15.1% of sales,
respectively, and $53,723 in the first six months of 2003, compared with $42,657
in the first six months of 2002, 11.4% and 14.3% of sales, respectively.

     General and  administrative  expenses were $54,323 in the second quarter of
2003, compared with $46,237 in the second quarter of 2002, 21.8% and
22.3% of sales,  respectively,  and  $106,039  in the six months  ended June 30,
2003,  compared  with $77,755 in the six months  ended June 30, 2002,  22.6% and
26.0% 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 $10,193 in the second quarter of 2003, compared with
$20,106 in the second quarter of 2002, 4.1% and 9.7% of sales, respectively, and
$25,011 for the six months  ended June 30, 2003,  compared  with $37,579 for the
six months ended June 30, 2002, 5.3% and 12.6% of sales,  respectively.  Vehicle
expenses were $1,528 in the second quarter of 2003,  compared with $1,769 in the
second quarter of 2002, 0.6% and 0.9% of sales, respectively, and $5,127 for the
six months  ended June 30, 2003,  compared  with $2,078 for the six months ended
June 30  ,2002,  1.1% and 0.7% of sales,  respectively.  Payroll  expenses  were
$10,295 for the second  quarter of 2003,  compared with $0 in the second quarter
of 2002, 4.1% and 0% of sales,respectively, and $15,493 for the first six months
of 2003,  compared  with $0 for the  first six  months  of 2002,  3.3% 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 office as cash from  profitable  operations  is
available. Previously, they were paid with common stock.

     Bad debt  expense was $2,489 for the second  quarter of 2003 versus  $2,020
for the second quarter of 2002, 1.0% and 1.0% of sales,  respectively.  Bad debt
expense was $4,506 for the six months ended June 30, 2003 versus  $3,772 for the
six months ended June 30, 2002, 1.0% and 1.3% of sales, respectively.

     Interest  expense was $1,020 for the second  quarter of 2003 versus  $1,072
for the second quarter of 2002, 0.4% and 0.5% of sales, respectively, and $2,026
for the six months  ended June 30, 2003 versus  $2,103 for the six months  ended
June 30, 2002, 0.4% and 0.7% of sales, respectively.

     There was a loss from  operations for the second quarter of 2003 of $5,743,
compared  with a profit  of  $4,868  for the  second  quarter  of 2002,  with an
operating loss percentage of 2.3% of sales for the second quarter of 2003 and an
operating profit  percentage of 2.4% for the second quarter of 2002. There was a
profit  from  operations  for the six  months  ended  June 30,  2003 of  $4,698,
compared  with a loss of $8,712 for the six months ended June 30, 2002,  with an
operating profit of 1.0% for the six months ended June 30, 2003 and an operating
loss of 2.9% for the six months ended June 30, 2002.  Net profit  (loss) and net
profit (loss) as a percent of sales for the second quarter of 2003 were $(6,763)
and  (2.7%),  compared  to $3,796 and 1.8% for the second  quarter of 2002.  Net
profit  (loss)  and net  profit  (loss) as a percent of sales for the six months
ended June 30, 2003 were $2,672 and 0.6%  compared to  $(10,815)  and (3.6%) for
the six months ended June 30, 2002.


LIQUIDITY  AND  CAPITAL  RESOURCES

     Working capital increased $3,861 from December 31, 2002 to June 30, 2003.

     Net cash flow used by operating  activities  was $76,838 and $3,407 for the
six months ended June 30, 2003 and 2002, respectively.

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

     During the first six months of 2003, the Company  borrowed  $164,498 from a
shareholder,  while repaying  $30,203 and during the first six months of 2002 it
borrowed  $39,985 from a shareholder,  while repaying  $85,911.  Of the $164,498
borrowed  from a  shareholder  during  the  first six  months  of 2003,  $65,000
reflected the pay off of a bank note payable by the shareholder.

     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 June 30,
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

31.1    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002
--------------
(1)  Previously filed as an exhibit to our registration statement on Form 10-SB,
which was filed on May 21, 1999, and incorporated herein by reference

(2)  Previously  filed as exhibit 10,1 to our annual report on Form 10-KSB filed
with the Commission on April 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
June 30, 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: August 14, 2003
                          ICY  SPLASH  FOOD  &  BEVERAGE,  INC.

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

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


                                    Page 12.