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 September 30, 2002

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


Commission  File  Number  0-26155

                        ICY SPLASH FOOD & BEVERAGE, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          NEW  YORK                                  11-3329510
-----------------------------------       ----------------------------------
(State  or  Other  Jurisdiction  of      (IRS  Employer  Identification  No.)
Incorporation  or  Organization)

                     535 WORTMAN AVENUE, BROOKLYN, NY 11208
              ---------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (718) 746-3585
                          -----------------------------
                            Issuer's Telephone Number

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past 90 days.  Yes X    No
                                                                     ---

There were 11,885,500 shares of the registrant's common stock outstanding as of
October 24, 2002.

Transitional Small Business Disclosure Format Yes No   X
                                                     ---

<PAGE>

<TABLE>
<CAPTION>

<S>                                     <C>
                                      INDEX

                                                                                         Page(s)


PART I     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

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

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

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

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

ITEM 3.     CONTROLS AND PROCEDURES                                                       11.

PART II     OTHER INFORMATION

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

     a)     EXHIBITS                                                                      12.

     b)     REPORTS ON FORM 8-K                                                           12.

SIGNATURES                                                                                13.

CERTIFICATIONS                                                                            14. to 15.

</TABLE>
<PAGE>


PART I.     FINANCIAL INFORMATION:

ITEM 1.     FINANCIAL STATEMENTS:

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>


                                             - ASSETS -
                                                                            September 30,  December 31,
                                                                                 2002        2001
                                                                              ----------  ----------
                                                                             (unaudited)
<S>                                                                           <C>            <C>
CURRENT ASSETS:
Cash                                                                          $   3,284   $   3,968
Accounts receivable, net of allowance for doubtful accounts of $3,815 and
 $4,040 for September 30, 2002 and December 31, 2001, respectively               44,504      40,902
Inventory                                                                       167,727     173,845
Prepaid expenses and other current assets                                         3,378       3,369
                                                                              ----------  ----------
TOTAL CURRENT ASSETS                                                            218,893     222,084
                                                                              ----------  ----------

FIXED ASSETS:
Warehouse equipment                                                               5,000       5,000
Office equipment                                                                 14,749      14,749
                                                                              ----------  ----------
                                                                                 19,749      19,749
Less: accumulated depreciation                                                   17,633      15,383
                                                                              ----------  ----------
                                                                                  2,116       4,366
                                                                              ----------  ----------
                                                                              $ 221,009   $ 226,450
                                                                              ==========  ==========

                       - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-
CURRENT LIABILITIES:
Notes payable                                                                 $  65,000   $  65,000
Accounts payable                                                                 61,289      51,682
Accrued expenses and other current liabilities                                    3,526     120,778
Shareholder's loans                                                              53,615     105,337
Due to affiliate                                                                 48,500           -
Income taxes payable                                                                342         455
                                                                              ----------  ----------
TOTAL CURRENT LIABILITIES                                                       232,272     343,252
                                                                              ----------  ----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred stock, $.001 par value, 1,000,000 shares authorized, zero shares
 issued and outstanding for 2002 and 2001                                              -           -
Common stock, $.001 par value, 50,000,000 shares authorized, 11,435,500 and
 6,865,500 shares issued and outstanding at September 30, 2002 and
December 31, 2001, respectively                                                  11,436       6,866
Additional paid-in capital                                                      984,326     409,696
Accumulated deficit                                                            (748,257)   (390,264)
Unearned compensatory stock                                                     (66,000)          -
Stock subscription receivable                                                  (192,768)   (143,100)
                                                                              ----------  ----------
                                                                                (11,263)   (116,802)
                                                                              ----------  ----------
                                                                              $ 221,009   $ 226,450
                                                                              ==========  ==========
</TABLE>
                       See notes to financial statements.


                                    Page 3.
<PAGE>


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

                                          Three Months Ended     Nine Months Ended
                                             September 30,         September 30,
                                        ---------------------  ---------------------
                                           2002       2001        2002       2001
                                        ----------  ---------  ----------  ---------
<S>                                         <C>         <C>        <C>         <C>
NET SALES                               $  82,249   $157,456   $ 380,798   $442,097
COST OF SALES                              55,844    117,906     242,693    328,423
                                        ----------  ---------  ----------  ---------

GROSS PROFIT                               26,405     39,550     138,105    113,674
                                        ----------  ---------  ----------  ---------

OPERATING EXPENSES:
  Selling expenses                         23,733     17,279      76,427     54,846
  General and administrative expenses     348,794     20,170     416,512     71,600
                                        ----------  ---------  ----------  ---------
                                          372,527     37,449     492,939    126,446
                                        ----------  ---------  ----------  ---------
INCOME (LOSS) FROM OPERATIONS            (346,122)     2,101    (354,834)   (12,772)

OTHER EXPENSES:
Interest expense                           (1,056)    (1,041)     (3,159)    (3,345)
                                        ----------  ---------  ----------  ---------

INCOME (LOSS) BEFORE TAXES               (347,178)     1,060    (357,993)   (16,117)

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

NET INCOME (LOSS)                       $(347,178)  $  1,060   $(357,993)  $(16,117)
                                        ==========  =========  ==========  =========

INCOME (LOSS) PER SHARE:
Basic                                   $   (0.04)  $      -   $   (0.05)  $      -
                                        ==========  =========  ==========  =========
Diluted                                 $   (0.04)  $      -   $   (0.05)  $      -
                                        ==========  =========  ==========  =========
</TABLE>

                       See notes to financial statements.


                                    Page 4.
<PAGE>
                       ICY SPLASH FOOD AND BEVERAGE, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                                Nine Months Ended
                                                                                  September 30,
                                                                              ---------------------
                                                                                 2002       2001
                                                                              ----------  ---------

<S>                                                                           <C>         <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                      $(357,993)  $(16,117)

Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation                                                                      2,250      3,000
Provision for bad debts                                                           7,595      4,409
Stock issued for services                                                       453,200          -
Changes in assets and liabilities:
(Increase) in accounts receivable                                               (11,197)   (38,793)
Decrease in inventories                                                           6,119        278
(Increase) in prepaid expenses and other current assets                             (10)   (26,533)
Increase (decrease) in accounts payable                                           9,607     (8,936)
(Decrease) increase in accrued expenses and other current liabilities          (117,365)     3,865
                                                                              ----------  ---------
Net cash used by operating activities                                            (7,794)   (78,827)
                                                                              ----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock                                               10,332     85,975
Proceeds from related party loan                                                 48,500          -
Proceeds from shareholder's loans                                                49,144     58,593
Repayments of shareholder's loans                                              (100,866)   (50,078)
                                                                              ----------  ---------
Net cash provided by financing activities                                         7,110     94,490
                                                                              ----------  ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                               (684)    15,663

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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                   $   3,284   $ 19,941
                                                                              ==========  =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash during the period for:
Income taxes paid                                                             $     455   $    563
Interest paid                                                                 $   3,159   $  3,345

SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:
3,140,000 shares of common stock issued at market value as compensation
 for professional services rendered                                           $ 453,200   $      -
430,000 shares of common stock issued at market value as compensation
 for professional services to be rendered                                     $  66,000   $      -
1,000,000 shares of common stock sold for $60,000. A subscription receivable
 for an amount remaining to be collected                                      $  49,668
</TABLE>

                       See notes to financial statements.


                                    Page 5.
<PAGE>
                       ICY SPLASH FOOD AND BEVERAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002
                                  (UNAUDITED)

NOTE  1  -     ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

In  the  opinion  of  management,  the  accompanying unaudited interim financial
statements  of  Icy  Splash  Food  and  Beverage,  Inc.  contain all adjustments
necessary to present fairly the Company's financial position as of September 30,
2002 and December 31, 2001 (audited) and the results of operations for the three
and  nine  months  ended September 30, 2002 and 2001 and cash flows for the nine
months  ended  September  30,  2002  and  2001.

The results of operations for the three and nine months ended September 30, 2002
and  2001  are  not necessarily indicative of the results to be expected for the
full  year.

The  accounting  policies followed by the Company are set forth in Note 1 to the
Company's  financial statements included in its Annual Report on Form 10-KSB for
the  year  ended  December  31, 2001, which is incorporated herein by reference.
Certain  notes  included in Form 10-KSB have been condensed or omitted from this
report  in  accordance  with  the  rules  for  Forms  10-Q  and  10-QSB.

NOTE  2  -     GOING CONCERN:

As  shown  in  the accompanying financial statements, the Company has incurred a
net  operating  loss  of $354,834 for the nine month period ending September 30,
2002 and has an accumulated deficit of $748,257 as of September 30, 2002 as well
as  negative  working capital. The ability of the Company to continue as a going
concern is dependent on obtaining additional capital and financing and operating
at  a  profitable  level. Management is actively pursuing additional capital and
has  initiated  new distribution agreements with established distributors of its
products.  The financial statements do not include any adjustments that might be
necessary  if  the  Company  is  unable  to  continue  as  a  going  concern.

NOTE  3  -     LOANS PAYABLE - SHAREHOLDER:

At  September  30,  2002  and December 31, 2001 the Company owed an aggregate of
$53,615  and  $105,337,  respectively  to  one  of its shareholders. The loan is
non-interest  bearing  and  has  no  formal  repayment  terms.

NOTE  4  -     RELATED PARTY TRANSACTIONS:

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



                                    Page 6.
<PAGE>

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

NOTE  4  -     RELATED PARTY TRANSACTIONS (Continued):

During  the  third  quarter  of  2002,  the  Company  borrowed  $48,500  from  a
corporation which is owned by one of the Company's shareholders. This loan which
is  unsecured  and non-interest bearing is payable upon demand.  Accordingly, it
has  been  reflected  as  a  current  liability  on the Company's balance sheet.

During  the third quarter of 2002, the Company issued 2,000,000 shares of common
stock  to a corporation which is owned by one of the Company's shareholders.  It
is the same corporation which has loaned the Company $48,500. The stock issuance
is  compensation for consulting, marketing, distribution and product development
assistance  services  rendered  (see  Note  5).

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).

NOTE  5  -     CAPITAL STOCK:

During  the  year  ended December 31, 2001, the Company issued 265,500 shares of
common  stock  upon  exercise of outstanding common stock purchase warrants. The
Company  was  to receive $235,375 on exercise of such warrants which represented
the  exercise  price of $1.00 per share less direct offering costs of $3,575 and
less  $.10  per  share  which  was  required  to  be  paid to Southern Financial
Services,  Inc.  ("Southern"),  the  Company's  financial  consultant and escrow
agent.  To  date,  the Company has received only $92,275 in connection with such
exercise  and  78,000  shares  have  been recovered by a successor escrow agent.

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

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  September  30, 2002, 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.



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

NOTE  5  -     CAPITAL STOCK (Continued):

During  the third quarter of 2002, the Company issued 2,000,000 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,  350,000 shares of common stock were
issued  to an entity and 200,000 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 which have no specific terms
and  can  be  terminated  by either party at any time. The total 350,000 shares,
which  were  valued  at  $.12  per share, are being held in escrow by management
until  certain  performance  criteria  are  met.

During  the  third  quarter,  1,000,000 shares of common stock were issued to an
individual for $60,000.  At September 30, 2002, $10,332 was received and $49,668
was  recorded  as  a  subscription  receivable.

All  common  shares  issued during the third quarter were Section 144 restricted
stock.




                                                                       Page 8.
<PAGE>


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


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our  financial  statements  have  been  prepared  in  accordance with accounting
principles  generally accepted in the United States of America.  The preparation
of these financial statements requires the Company to make significant estimates
and judgments that affect the reported amounts of assets, liabilities, revenues,
expenses  and  related  disclosure  of  contingent  assets  and liabilities. The
Company  evaluates  its  estimates,  including  those  related  to  bad  debts,
inventories, contingencies and litigation on an ongoing basis. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis  for  making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these  estimates  under  different  assumptions  or  conditions.

The  Company  believes the following critical accounting policies, among others,
involve  the more significant judgments and estimates used in the preparation of
our  financial  statements:

The  Company  maintains  allowances  for  doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments.  If the
condition  of  our  customers were to deteriorate, resulting in an impairment of
their  ability  to  make  payments,  additional  allowances  may  be  required.

Inventories  are  recorded  at  the  lower  of  cost  or  market. Write-downs of
inventories  to  market  value  are  based upon contractual provisions governing
obsolescence,  as well as assumptions about future demand and market conditions.
If  assumptions  about  future demand change and/or actual market conditions are
less  favorable  than  those  projected by management, additional write-downs of
inventories may be required and estimates made regarding adjustments to the cost
of  inventories.  Actual  amounts  could  be  different  from  those  estimated.

RESULTS OF OPERATIONS

Net  sales for Icy Splash Food & Beverage, Inc. (the "Company") decreased 47.8%,
from  $157,456  in  the  three months ended September 30, 2001 to $82,249 in the
three  months  ended  September  30,  2002, and 13.9%, from $442,097 in the nine
months  ended  September 30, 2001 to $380,798 in the nine months ended September
30, 2002. For the three months ended September 30, 2002 sales of Icy Splash (TM)
Clear,  Icy Splash (TM) Second Generation and other manufacturers' products were
85.1%,  0.0%  and  14.9%, respectively. For the three months ended September 30,
2001  sales  of  Icy  Splash  (TM) Clear, Icy Splash  (TM) Second Generation and
other  manufacturers' products were 21.6%, 1.5% and 76.9%, respectively. For the
nine  months ended September 30, 2002 sales of Icy Splash (TM) Clear, Icy Splash
(TM)  Second  Generation  and other manufacturers' products were 82.4%, 8.8% and
8.8%,  respectively.  For  the nine months ended September 30, 2001 sales of Icy
Splash  (TM)  Clear,  Icy Splash (TM) Second Generation and other manufacturers'
products  were  32.6%,  7.1%  and  60.3%,  respectively.

The  gross  profit  margin  increased to 32.1% in the third quarter of 2002 from
25.1% in the third quarter of 2001 and to 36.3% in the first nine months of 2002
from  25.7%  in the first nine months of 2001. The increase in profit margin was
predominately caused by Management's decision to shift the sales mix toward more
sales of the higher margin products manufactured by the Company instead of other
manufacturers'  products.

Selling  expenses  were  $23,733  for  the  third quarter of 2002, compared with
$17,279  for  the third quarter of 2001, 28.9% and 11.0% of sales, respectively,
and $76,427 in the first nine months of 2002, compared with $54,846 in the first
nine  months  of  2001,  20.1%  and 12.4% of sales, respectively.  The increased
percentage  of  selling  expenses  in  2002  is primarily due to the decision to
increase  promotion  expenditures  for  Icy  Splash  -  Clear.


                                    Page 9.
<PAGE>

General  and administrative expenses were $348,794 in the third quarter of 2002,
compared  with  $20,170 in the third quarter of 2001, 424.1% and 12.8% of sales,
respectively,  and  $416,512  in  the  first  nine months of 2002, compared with
$71,600  in  the  first  nine  months  of  2001,  109.4%  and  16.2%  of  sales,
respectively.  During  the  third  quarter of 2002, the Company paid consultants
with  2,275,000 common shares of the Company's stock, valued at $326,500 (market
value).  General  and administrative expenses, not including stock compensation,
were $22,294 and $90,012 for the three and nine months ended September 30, 2002,
respectively.  Accordingly,  professional and consulting fees were  $336,324 for
the  third  quarter of 2002, compared with $9,981 for the third quarter of 2001,
408.9%  and  6.3%  of sales, respectively. Professional and consulting fees were
$373,903 for the nine months ended September 30, 2002, compared with $40,738 for
the nine months ended September 30, 2001, 98.2% and 9.2% of sales, respectively.

Bad  debt  expense was $822 for the three months ended September 30, 2002 versus
$1,557  for  the  three months ended September 30, 2001, 1.0% and 1.0% of sales,
respectively.  Bad  debt  expense was $7,595 for the nine months ended September
30,  2002  versus  $4,409 for the nine months ended September 30, 2001, 2.0% and
1.0% of sales, respectively. The increase for the first nine months of 2002 is a
one-time  occurrence,  to  allow  for  an  old  receivable  from  a  significant
distributor, which is under dispute and may not be paid by the distributor. A 1%
non-specific  allowance  has  been  made  for  all  the  2002  quarters as well.

Interest expense was  $1,056 for the third quarter of 2002 versus $1,041 for the
third  quarter  of 2001, 1.3% and 0.7% of sales, respectively.  Interest expense
was  $3,159  for  the nine months ended September 30, 2002 versus $3,345 for the
nine  months  ended  September  30,  2001, 0.8% and 0.8% of sales, respectively.

There  was  a  loss  from  operations for the third quarter of 2002 of $346,122,
compared  with income of $2,101 for the third quarter of 2001, with an operating
loss of 420.8% of sales for the third quarter of 2002 and an operating profit of
1.3%  for  the  third  quarter of 2001. There was a loss from operations for the
nine  months  ended  September  30,  2002  of  $354,834, compared with a loss of
$12,772  for the nine months ended September 30, 2001, with an operating loss of
93.2%  of  sales  for  the nine months ended September 30, 2002 and 2.9% for the
nine months ended September 30, 2001. Net income/(loss) and net income/(loss) as
a  percent  of sales for the third quarter of 2002 were ($347,178) and (422.1%),
compared  to  $1,060  and  0.7% for the third quarter of 2001.  Net loss and net
loss  as  a percent of sales for the first nine months of 2002 were $357,993 and
94.0%,  compared  to  $16,117  and  3.7%  for  the  first  nine  months of 2001.


LIQUIDITY AND CAPITAL RESOURCES

Working  capital increased $107,789 from December 31, 2001 to September 30, 2002
predominately from a $119,200 decrease of accrued liabilities due to issuance of
common  stock  for  services rendered, which had been accrued as of December 31,
2001.  We  are  however,  still  reflecting  negative  working  capital.

Net cash flow used by operating activities was $7,794 and $78,827 for the first
nine months of 2002 and 2001, respectively.

During  the  first  nine  months  of  2002,  the Company borrowed $49,144 from a
shareholder,  while  repaying  $100,866  and  borrowed  $48,500  from  a related
corporation.  During  the  first nine months of 2001 it borrowed  $58,593 from a
shareholder,  while  repaying  $50,078.

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

                                    Page 10.
<PAGE>

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 September 30,
2002.  There  is no assurance that we will be able to generate enough funds from
either operations or equity/debt financing to sustain the Company in the future.
However,  Management has hired a consulting firm to assist in strategic planning
for  capital  formation  and is optimistic about future efforts to raise equity.


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 11.
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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)

     99.1    Certification of Chief Executive Officer and Chief Financial
             Officer 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 12, 2002 and incorporated herein by reference


     (b)     Reports on Form 8-K

             The Company did not file any Reports on Form 8-K during the
             period ended September 30, 2002.


                                    Page 12.
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                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  November 19, 2002

                         ICY  SPLASH  FOOD  &  BEVERAGE,  INC.

                         By:  /s/  Joseph  Aslan
                         Joseph  Aslan
                         Chief  Executive  Officer

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







                                    Page 13.
<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:  November  19,  2002


                                  ------------------------------------
                                   Joseph  Aslan
                                   Chief  Executive  Officer


                                  ------------------------------------
                                   Charles  Tokarz
                                   Chief  Financial  Officer






                                    Page 14.

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