U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                      ---------------------
                           FORM 10-KSB
                      ---------------------

       Annual Report Pursuant to Section 13 or 15(d) of the
               Securities and Exchange Act of 1934
             for the Fiscal Year ended June 30, 2001.

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

                  Commission File No. 000-28051


                  ICEBERG CORPORATION OF AMERICA
       ----------------------------------------------------
          (Name of Small Business Issuer in its Charter)


Nevada,  U.S.A.                                        95-4763671
(State or other Jurisdiction                        (IRS Employer
of Incorporation or Organization)             Identification No.)


      16 Forest Road,Suite 300, St. John's, Newfoundland,
                        Canada  A1C 2B9
             (Address of principal executive offices)


                         (709) 739-5731
                  (Issuer's telephone number)


      Securities registered under Section 12(b) of the Act:

                               NONE

      Securities registered under Section 12(g) of the Act:

                  $0.0001 PAR VALUE COMMON STOCK
                         (Title of Class)

              $0.0001 PAR VALUE SPECIAL COMMON STOCK
                         (Title of Class)


Check whether the registrant (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 [ ]


Check here if the disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-KSB or any
amendment to this Form 10-KSB.  [ ]

Revenues for the year ending June 30, 2001 were $817,070.

As of June 30, 2001, the aggregate market value of the voting and
non-voting common equity held by non-affiliates was $685,528.

As of June 30, 2001, the Company had approximately 8,169,425
shares of Common Stock and 2,895,055 shares of Special Common
Stock issued and outstanding.



                  ICEBERG CORPORATION OF AMERICA

                           FORM 10-KSB

             for the fiscal year ended June 30, 2001

                        TABLE OF CONTENTS

PART I

Item 1.   Description of Business

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.

Item 3.   Description of Property

Item 4.   Security Ownership of Certain Beneficial Owners
          and Management

Item 5.   Directors, Executive Officers, Promoters and
          Control Persons

Item 6.   Executive Compensation

Item 7.   Certain Relationships and Related Transactions

Item 8.   Description of Securities


PART II

Item 1.   Market for Common Equities and Related Stockholder
          Matters

Item 2.   Legal Proceedings

Item 3.   Changes in and Disagreements with Accountants

Item 4.   Recent Sales of Unregistered Securities

Item 5.   Indemnification of Directors and Officers


PART F/S

Financial Statements


PART III

Index to Exhibits

Signatures

                              PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

     a)   Company Background.

     Iceberg Corporation of America (the "Company") was organized
under the laws of the State of Nevada on July 3rd, 1989, under
the name "D.V. Holdings, Inc."  Until June of 1999, the Company
conducted no business.  On June 25, 1999, the Company consummated
a reverse merger whereby it acquired 100% of the issued and
outstanding common shares of Iceberg Industries Corporation
("Iceberg Industries") for total consideration of $3,631,848,
based upon a share for share exchange at a ratio of 1.7 shares of
the Company for each share of Iceberg Industries.  As a result of
the merger, the Company filed a Certificate of Amendment with the
Secretary of State of the State of Nevada changing its name to
"Iceberg Corporation of America".

     At the date of combination, the Company was a dormant public
shell company with no identifiable assets.  As such, the reverse
takeover transaction was considered a capital transaction rather
than a business combination.  The purchase price for the Iceberg
Industries shares was satisfied by the issuance of 1,251,762
Common Shares and 4,506,106 Special Common Shares of the Company.
The Special Common Shares are held by Icecap Equity, Inc., an
entity incorporated under the laws of the Province of
Newfoundland, through its trustee James D. Smyth, to allow for
the postponement of potential tax implications to Canadian
resident shareholders of Iceberg Industries resulting from the
reverse takeover transaction.  The Special Common Shares have
voting rights equal to the Company's Common Shares and may be
exchanged at any time for a Common Share of the Company on an
equivalent basis.  Accordingly, the Special Common Shares are the
economic equivalent of the Common Shares, and, in effect, give
the Company full ownership and control of Iceberg Industries.

     As a result of these transactions, the former shareholders
of Iceberg Industries effectively controlled the Company through
their share ownership.  Under these circumstances, U.S. GAAP
requires that Iceberg Industries be identified as the accounting
acquirer.  Accordingly, this annual report and the accompanying
financial statements reflect, both prior and subsequent to the
acquisition, the business of the acquired entity, Iceberg
Industries.  Historical shareholders' equity of Iceberg
Industries has also been retroactively restated for the
equivalent number of shares received in the reverse take over
transaction.

     Iceberg Industries, a development stage company, was
incorporated under the laws of the province of Newfoundland,
Canada on July 22, 1996.  As a result of its acquisition of
Iceberg Industries, the Company's principal activity is intended
to be the commercial supply of premium beverage products,
including iceberg water, beer and vodka, which utilize only water
obtained from icebergs as the core ingredient.  To date, Iceberg
Industries has generated 30% of its revenue from bottling spring
water and 57% from iceberg water with the balance of 13% from
sales of vodka and beer.  Iceberg Industries has invested
$924,738 in the development of technology for the harvesting of
icebergs and the production of premium water from icebergs.
Iceberg Industries acquired a spring water bottling company on
March 31, 1998, which gave it access to an existing water
bottling line as well as trained staff who could be used to
bottle the iceberg water product.  It has subsequently developed
substantial new production facilities and has recently focused
its energies on product development, packaging, market research
and market development.  Management continues to commit
significant efforts to these development activities, financial
planning and raising the required capital to support ongoing
research and development and marketing efforts.

     The acquired company, Iceberg Industries, had previously
received a Grant from the Canadian government for up to $400,000
in recognition of the company's attempt to increase employment in
the St. John's, Newfoundland area; had secured an improvement
loan from Hong Kong Bank in the amount of $165,000 to retrofit a
ship for the company's business venture; and had secured a permit
from the United States Food and Drug Administration (the "FDA")
to "test market" Borealis Iceberg Water in the U.S. marketplace.
This permit, attached hereto as Exhibit 10.4, was obtained when
Iceberg Industries applied to the FDA for permission to sell
Iceberg water in the United States.  The permit allows Iceberg
Industries to sell 150,000 cases of Iceberg water over a period
of 15 months commencing with the first shipment of Iceberg water
products.  Subsequently, Iceberg Industries has applied for
permission to sell Iceberg water products in all states and
territories of the United States. As a result of this process,
and in combination with jurisdictions that don't require permits
to sell water, the Company is now permitted to sell water in
forty-eight states and one territory. The Company has also
submitted a citizens' petition to the FDA asking that Iceberg
Water be included in the FDA's standards of identities. If this
addition is granted we will no longer have to apply to have our
temporary permit renewed on an annual basis.

     The Company operates a processing plant in Trepassey,
Newfoundland, and has long-term leases on the property upon which
the facility is located and for purposes of office space at 16
Forest Road, St. Johns, Newfoundland.

     b)   Description of Business.

General Information on Icebergs.

     Almost the entire extent of Greenland is covered by a huge
glacial blanket over 700,000 square miles in area and more than
9,000 feet in maximum thickness.  Icebergs are created where the
glaciers meet the sea.  Icebergs spend nearly three years at sea
in the freezing Arctic waters of the North Atlantic before they
arrive off the coast of Newfoundland and Labrador.  This annual
migration of thousands of icebergs to the rugged coastline of
Newfoundland can pose a serious threat to ships.  Countless ships
and lives have been lost to these "phantoms of the north".  Every
year thousands of tourists flock to the rugged shores of
Newfoundland and Labrador to witness one of nature's truly
magnificent marvels, the migration of ancient icebergs.  These
massive white giants evoke powerful images and are unique to this
geographic region.  The continuing interest in the Titanic has
helped reinforce consumer awareness and respect for these
floating fresh water sanctuaries.  Icebergs start their three-
year journey to the coastline of Newfoundland from Greenland.
Extensive records exist on iceberg prevalence throughout the
season, dating back many years.  These are compiled by the
International Ice Patrol, an organization formed shortly after
the sinking of the Titanic in 1912.  The data provides a level of
comfort that icebergs will be available. The International Ice
Patrol reports the number of observed icebergs that drift south
of the 48th parallel North, a point that crosses the northernmost
tip of the Avalon Peninsula on the Northeast coast of
Newfoundland.  From 1983 to 1994 an average of 312 icebergs were
sighted annually.  For the period 1990-1995, iceberg conditions
were much more severe, with an average of 876 spotted per year.
In some years more than 1,500 have been observed.  A single
iceberg can weigh millions of metric tones. The Company's
targeted harvest represents a very small portion of this amount.

     The purity and quality of the iceberg water has been
verified by independent laboratory analysis.  Iceberg Industries
selected water samples from several large volume producers of
water products and engaged an independent lab, CANTEST, to
compare various components of each water product.  The results of
this test indicated that Iceberg water was an excellent product
and exceeded all of the tested products in 27 out of 28 elements
that were measured.  In the particular category, "Total Dissolved
Solids", which is used by certain companies to promote their
products, Iceberg water did not register on the measurement scale
whereas a Canadian market leader measured 209 mg/L and a French
market leader measured 301 mg/L.

Harvesting Icebergs.

     Iceberg Industries was the first holder of a permit to
harvest icebergs under the Government of Newfoundland and
Labrador's water use policy.  The technology for harvesting
icebergs is unique to Iceberg Industries.  Large icebergs
fracture or "calve" into smaller pieces.  Once the bergs have
calved to a manageable size, the Iceberg Industries' harvesting
process can begin.  With the use of an ocean-going tug, an ice
harvesting vessel fully equipped for harvesting and processing is
carefully positioned alongside a suitable iceberg.  Using a crane
and hydraulic grapple, ice is retrieved, crushed, and deposited
into a sterile melting tank.  When full, the harvesting vessel is
towed to the production facility in Trepassey, Newfoundland and
the water is transferred into a land storage system.

     Bottling of "Iceberg Water" is conducted at the Company's
plant in Trepassey.  A 1999 expansion and renovation added an
additional 6,400 square feet.  In addition, a new bottling line
was installed which gives Iceberg Industries the capacity to
produce 1,800,000 cases of water on an annual basis. With the
addition of a second labeler and extending the work week to seven
days this production number can be increased to approximately
2,500,000 cases. Trepassey, Newfoundland is located on the ocean
approximately two hours away from St. John's.  St. John's is
located on the shipping lanes to Europe and as such provides
Iceberg Industries with an economical containerized shipping
service to major markets.  In addition, Newfoundland, which is
located on the extreme East Coast of Canada, receives large
quantities of goods by transport truck.  There is not enough
local export business to utilize all of these transport trucks on
their return trips and as a result local exporters can receive
favorable freight rates for the movement of goods.  This provides
some assistance to Iceberg Industries in making their products
competitive in various markets outside of Newfoundland.

     Iceberg Industries bottles its own Spring water and Iceberg
water products at its Trepassey plant.  Vodka production has been
sub-contracted to a highly regarded manufacturing company in
Ontario, Canada.  A packaging arrangement has been negotiated for
the production and bottling of Vodka with Commercial Alcohols Inc
("Commercial Alcohols")at their Brampton, Ontario facility.

     Beer production has been sub-contracted to Moosehead
Breweries Ltd ("Moosehead")located in Saint John, New Brunswick,
Canada.  No formal contracts have yet been signed with these
companies.

Industry Information.

     The bottled water industry has experienced tremendous growth
over the last decade due to two major trends: rising concern
about the safety of tap water and a general shift in the beverage
market toward healthier, low calorie, non-alcoholic products.
This trend continues.  The North American bottled water market is
currently a $5 billion wholesale market and, with a 1999 annual
growth rate of 14%, is the fastest growing segment of the
beverage industry. Management believes that the market in North
America is still far from saturated, as domestic per capita
consumption of bottled water is only a fraction of European
consumption.  The industry is also extremely fragmented, with the
top 10 brands by volume accounting for only 45% of total industry
sales.  Industry analysts predict that bottled water sales in the
United States will reach $6 billion by the year 2001.The United
Kingdom and other European Union countries are also major
consumers of bottled water, with per capita consumption in such
countries as Germany, France and Italy being five to six times
higher than that in Canada.  Further market opportunities exist
in Japan and other Asian countries.  At the same time, the
bottled water industry is highly competitive.  There are hundreds
of water bottlers, many of which operate on a regional basis due
to relatively high transport costs.  For a major portion of the
market, competition on price is important.  However, there are
products positioned at the high end of the market that
successfully receive a price premium.  "Iceberg Water" is
positioned here, as an ultra premium product, capitalizing on its
ability to provide the unique experience of drinking pure water
from icebergs hundreds of thousands of years old.  It is promoted
as an affordable treat.

     Iceberg Industries' research and development efforts have
positioned it as the world's first commercial supplier of a
family of products, which utilize water, obtained from icebergs
as the core ingredient.  These "bergs", up to one hundred and
fifty thousand years in age, yield a pristine source of natural
drinking water.  Protected from man and our polluted planet,
these icebergs represent a unique category of drinking water.
This is what separates Iceberg products from the pack: pre-
civilization, pre-pollution, quality water.  All Iceberg products
are positioned in niche markets at the premium end of the price
and quality spectrum.  Marketing programs rely upon the powerful,
pristine and emotive images of icebergs.

     Iceberg water is considered a premium water product and as
such the Company generally compares its retail price with Evian,
a world leader in bottled water.  The suggested retail price for
1 Litre of Iceberg water in the local market is US$1.15, although
the retailer is at liberty to charge whatever price is
appropriate.  The price for 1 Litre of Evian water, a world
leader, is priced at the same price in this marketplace.

Branding.

     Iceberg Industries is committed to building brand equity.
The product family will initially carry the brand name
"BOREALIS".  This helps support the cold, northern image and
mystique surrounding the Company's products. Application has been
made to have the name "Borealis" registered as a trademark in the
United States. In Canada, "Borealis" will be used for water
products only.  The word "ICEBERG" will play prominently in the
name used as a descriptive term for all products.  Private label
production is also possible for selected customers, with a
further opportunity to build brand equity.  To date, water has
been produced for Canadian Pacific Hotels with the "BOREALIS"
trade name retained. Product has also been produced for Loblaw's
and Provigo, two large Canadian supermarket chains, and, although
this was done under the President's Choice banner, it has helped
create awareness of the availability of iceberg water.  Iceberg
Industries' initial family of products is:

     *    iceberg water
     *    iceberg vodka
     *    iceberg beer
     *    natural spring water

     New and exciting additions to the product line are currently
in the planning process, including "ice tea" and other products
that use water as a foundation.

     Borealis Iceberg Water is a unique experience to be enjoyed
and savoured. Taste tests conducted by prospective distributors
have determined that iceberg water has the softest, most natural
taste of any bottled water on the market.

     Borealis Iceberg Vodka is an ultra-smooth, four-column
distilled spirit.  Iceberg water is used in both the distillation
and blending processes.

     Borealis Iceberg Beer is craft brewed in small batches for
superior quality and consistency at a highly regarded Atlantic
Canada brewery.

 Market Positioning.

     Iceberg Industries has created a new sector in the beverage
industry. All products will be positioned at the premium end of
the price and quality spectrums.  Management believes that the
Company's products, being unique and authentic, have many
marketing advantages.  Management believes it is critical to
adopt this "premium" positioning strategy given the incremental
harvesting, transport and processing costs relative to more
conventional beverage producers.

Target Markets and Distribution.

     The initial marketing thrust has been in Canada and the
United States, with the United Kingdom as an additional key
market.  Thus far, marketing efforts have utilized established
beverage marketing companies within these regions.  The intention
of the Company is to utilize these companies' expertise as well
as take advantage of existing shelf space made available through
these companies.  Negotiations have been completed with the
following key distributors:

Central Dairies ("Central"): Iceberg Industries has negotiated an
arrangement with Central to represent our water products, both
Spring water and Iceberg water, in Newfoundland, Nova Scotia, New
Brunswick and Prince Edward Island commonly referred to as the
Atlantic Provinces of Canada.  Central is a division of Farmers
Dairy Co-operative Society in Nova Scotia and is the largest
dairy producer and distributor in Newfoundland.  Our water
products are a complimentary addition to their product line.  No
formal contract has been entered into for this arrangement.

Loblaw Companies Limited ("Loblaws"): Iceberg Industries has
negotiated an arrangement with Loblaws for private label 1 litre
and 500ml (12 Pak Box)"President's Choice" Iceberg water products
which are being distributed through Loblaws' 450 store
supermarket chain and their Provigo supermarket stores in Quebec.
No formal contract has been entered into for this arrangement.

Better Beverage Importers Co. ("BBI"): Iceberg Industries has
negotiated a contract with BBI to be our importer of record to
distribute Iceberg vodka in the United States.

St. Killian Importing Co. Inc. ("St. Killian"): Iceberg
Industries has negotiated a contract with St. Killian to
represent Iceberg beer in the United States.  The term of the
contract is for a period of three years with a one-year renewal
at that time.

Promotion.

     The Company has focused on public relations as a major
contributor to the awareness of Iceberg products.  Press coverage
on the Company and its activities has been favorable.  It is the
intention of the Company to take advantage of this situation as
much as possible in order to capitalize on the editorial pieces
and free press made available to the Company.  This will be
supplemented by expenditures on promotional materials as well as
participation with distributors in joint promotional activities.
Management believes that such activities as being the "official
water" of the 1998 Canadian Commonwealth Games Team have
tremendous ongoing promotional value.

Raw Material Transport.

     Water will be primarily transported to the plant using an
ice-harvesting vessel. Some road transport using tanker trucks is
also anticipated during the harvesting season and for
transportation to producers of beer and vodka. To date, the
Company has used the services of independent, local carriers and
national carriers to deliver water to its processing facility.
No formal contracts have been negotiated but there are adequate
for-hire truckers located in the area to meet any raw material
transportation requirements.

Production.

     It is not desirable for the Company to make the significant
investment required to have all the required production
capabilities in-house.  The basic philosophy will be to make a
series of strategic contractor arrangements for its products,
other than water production.  The Company's Trepassey plant has
been bottling natural spring water since 1992.  Trepassey is
located 140 km south of the capital city of St. John's,
Newfoundland.  The plant is also used to bottle Iceberg Water.  A
1999 expansion added an additional 6,400 square feet, more than
doubling the size of the plant.  This is required to meet the
demand for Iceberg Water and to accommodate the growing local
demand for spring water.  Within the limited confines of the
existing plant processing area some equipment enhancements were
initiated in the spring of 1998.  Additional enhancements were
added with the plant expansion in order to meet growth in sales
volume, enhance efficiencies, adhere to the rigid quality
standards of the International Bottled Water Association and to
reduce product costs.

     Iceberg Vodka - A packaging arrangement has been negotiated
for the production of vodka with Commercial Alcohols at their
Brampton, Ontario facility.  The Company will transport iceberg
water to the distiller for blending with spirits and bottling
under the Company's label.  No formal contract has been
negotiated with Commercial Alcohols at this time.  Iceberg
Industries supplies all of the water and packaging and the final
product is then produced on a per unit fee basis.

     Iceberg Beer - Excess capacity exists in the brewing
industry.  Arrangements have been made with Moosehead in Saint
John, New Brunswick to produce an iceberg beer product. The
Company will deliver iceberg water to Moosehead for the brewing
and bottling of beer for national and international markets.  No
formal contract has been negotiated with Moosehead at this time.
Iceberg Industries supplies all of the water and packaging and
the final product is then produced on a per unit fee basis.


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

Forward Looking Information.

     This report contains certain forward-looking statements and
information.  The cautionary statements made in this report
should be read as being applicable to all related forward-looking
statements wherever they appear.  Forward-looking statements, by
their very nature, include risks and uncertainties.  Accordingly,
the Company's actual results could differ materially from those
discussed herein.  A wide variety of factors could cause or
contribute to such differences and could adversely impact
revenues, profitability, cash flows and capital needs.  Such
factors, many of which are beyond the Company's control, include
the following: our success in obtaining new customers; the volume
and type of orders that are received from such customers; levels
of, and ability to, collect accounts receivable; availability of
trained personnel and utilization of the Company's capacity to
complete work; competition and competitive pressures on pricing;
availability, cost and terms of debt or equity financing; and
economic conditions in the United States and in the regions
served.

     The Company's functional currency is the Canadian dollar as
all Company operations have been conducted in Canada and are
denominated in the Canadian dollar.  Except for share and
debenture investments in U.S. dollars, there has been minimal
activity denominated in foreign currency through June 30, 2001.
Therefore, there is no material currency risk or exposure to the
Company in the period to June 30, 2001.

     The Company's financial statements are translated into U.S.
dollars using the current exchange rate as required by FAS 52.
The accumulated currency translation adjustment is reported as
other comprehensive income in the statement of shareholders'
equity and was $8,984 to June 30, 2001.  In the future, the
Company intends to conduct operations in the U.S. and Europe.
Currency risks and functional currency will be evaluated as
future plans are formulated.

     While the Company is still in its development stage,
management has presented the statements of operations in the
traditional format.

     In order to support ongoing operating costs, the Company
raised $1,526,000 through the issuance of convertible debentures
during the year ended June 30 2001. The Company is continuing its
strategy of funding development through additional debt and
equity financing. These funds will be used to manage working
capital requirements and to fund ongoing operational costs with a
particular emphasis on marketing expenditures as the Company
introduces its redeveloped products to the marketplace.

     The Company reports sales of $817,070 and $737,300 for the
year ended June 30 2001, and the year ended June 30 2000,
respectively.  These sales represent minimal revenue from
bottling spring water and some iceberg water with initial
shipments of beer and vodka.  Management continues to focus its
energies on product development, market research and market
development, which includes the formation of alliances in various
geographical areas. Currently the Company is in the final stages
of the redevelopment of the Vodka and Water products and should
be ready for test marketing by the second quarter.

     General and administration expenses have decreased in the
year ended June 30 2001 to $821,560 as compared with $1,205,936
for the year ended June 30 2000. This decrease is a result of
reduced audit fees of $59,579, reduced travel expenses of $34,700
and reduced wages to management and administrative employees and
consultants in the amount of $324,300.  With some minor increases
in other expenses overall costs decreased by 33%.

     Research and development expenses decreased in the year
ended June 30 2001 to $25,579 compared to $200,895 for the year
ended June 30 2000. During the first six months of the new
production operation, development costs were still being incurred
to fine-tune our production and harvesting operations.  The most
recent year had less need for these types of expenditures and as
a result, these expenses were reduced by 79%.

     Sales and marketing expenses decreased in the year ended
June 30 2001 to $660,201 as compared with $779,433 for the year
ended June 30 2000. This decrease is a result of reduced
advertising expenditures and reduction in our sales presence in
the United States while our products were being redesigned.
Overall, expenditures were reduced by 15%.

     Depreciation and Amortization increased in the year ended
June 30 2001 to $442,009 compared with $338,413 for the year
ended June 30 2000.

     Interest and bank charges increased in the year ended June
30 2001 to $1,159,443 compared with $71,642 for the year ended
June 30 2000.  The net increase of $1,087,971, comprised of an
increase in short term interest expense of $12,173 and an
increase in long-term interest expense of $1,075,618.  The
increase in long-term interest expense resulted from interest
charges on the issuance of convertible debentures in the
accumulated amount of $1,526,000. Included in the $1,075,618, an
amount of $920,500 has been recorded as interest expense as a
requirement of U.S. GAAP rules, resulting from a beneficial
conversion feature of the new series of 6% convertible debentures
and the charge required as a result of the reduction in the
conversion price of some of the 10% convertible debentures.

     Net loss for the year ending June 30 2001 was $2,911,191
($.27 per share) compared to $2,469,882($0.26 per share) for the
year ending June 30 2000. As mentioned previously, the Company
had to record additional non-cash interest charges of $920,500 to
comply with U.S. GAAP accounting rules.  This amount has been
reflected in the current financial statements with the result
that the loss has been increased by $920,500 and the loss per
share increased from $0.19 per share to $0.27 per share.

     The Company has incurred significant operating losses since
its inception and has an accumulated deficit of $8,841,856 at
June 30 2001.  The Company expects to incur further development
costs to continue its product development and redevelopment,
marketing efforts, and the Company's working capital deficiency
at June 30, 2001,and limited revenue will not be sufficient to
meet its development requirements.  The Company's management
recognizes this "going concern" issue and the need to generate
additional revenues and/or resources, and has implemented several
solutions to address this problem.

    Primary to management's plans for solvency in the coming year
is the sale of additional equity in the Company.  Additional
common stock and/or convertible debt will be marketed in the 1st
and 2nd quarters of fiscal 2002 to sustain the Company's
projected ongoing losses. There is substantial doubt regarding
the Company's ability to continue as a going concern, and as
such, the Company is substantially dependent upon its ability to
generate sufficient equity financing and operating revenues to
cover its operating costs.

     The Company is negotiating the issuance of convertible
debentures for proceeds of US$50,000 in the first quarter of
fiscal 2002. Additional funds will be raised during the 2nd
quarter of fiscal 2002. These funds will be used to fund ongoing
costs. Capital commitments for the year ended June 30, 2002, are
estimated at $50,000 and these additional funds will be
sufficient to meet the Company's capital obligations until the
various sales initiatives described herein are able to create
significant cash flow.  No additional facilities are needed to
enable the Company to produce on a commercial basis.

     The Company believes that its long-term debt is manageable
due to the fact that it is owed primarily to government lenders
interested in the viability of the Company (Atlantic Canada
Opportunities Agency and the Trepassey Community Development Fund
totalling $388,000) or because it is payable to Company
"insiders". If the Company experiences shortages, it may be
possible to renegotiate terms of repayment with the Government
agencies and a deferral with officers and directors ($711,788 due
to directors and officers).


RISK FACTORS

Market Risk.

     There has already been significant and substantial interest
in the Iceberg product line, however, as with any market and/or
product, there are uncertainties, including:

New Product Risk.

     There is a risk that consumer acceptance or ongoing interest
may not be as widespread as expected.

Price Resistance Risk.

     These products are premium products that demand a high
price.  There is a danger of price resistance in the consumer
marketplace.

Harvesting Risk.

     The data available to the Company indicates that the
availability of ice from bergs will not be a problem.  However,
the data does not indicate the proximity of icebergs to the
shore, which is a cost-sensitive condition for the Company.  To
safely and cost-effectively harvest icebergs, they must be close
to shore to the point where the icebergs are actually aground or
touching the bottom and generally in areas offering some
protection from the open sea.  The reported length of the season
can also be misleading.  Icebergs may be present but they must
also be in a suitable location and in the process of breaking up
in order to be harvested.  The data currently available does not
provide such detailed information.  However, it is known that
over the last three years, there were approximately 1,800
icebergs per year, which floated down from Northern Labrador and
Greenland.  Of this number, approximately 30-40% would migrate
into the sheltered bays and coves where harvesting can take
place.  There can be no guarantee, however, as to how many of
these icebergs actually reach close enough to shore and in
sheltered locations where they can be safely and economically
harvested.

Sub-Contractor Performance.

     The Company relies upon sub-contracted vessels to assist in
harvesting its ice supply.  There is a risk of default or non-
performance by these sub-contractors.

Processing Risk.

     The extent of raw material handling before final production
poses an element of risk.  The Company's Quality
Assurance/Quality Control (QA/QC) manager has developed and
monitors procedures and ensures adherence to raw material and
finished product specifications.  Regular lab analysis is
conducted at all stages of the process.  The Company is moving to
implement a Hazard Analysis of Critical Control Points ("HACCP")
system and is pursuing ISO 9000 certification.  As a member of
the International Bottled Water Association, the Company also has
access to technical resources and is subject to an annual
independent review of the Company's manufacturing processes.

Financial Risk.

     If the Company needs to raise additional funds in order to
fund expansion, develop new or enhanced products, respond to
competitive pressures or acquire complementary products,
businesses or technologies, additional funds raised through the
issuance of equity or convertible debt securities may dilute the
percentage ownership of the present stockholders of the Company,
and, in addition, such securities may have rights, preferences or
privileges senior to those of the Company's Common Stock.  The
Company does not currently have any contractual restrictions on
its ability to incur debt and, accordingly, the Company could
incur significant amounts of indebtedness to finance its
operations.  Any such indebtedness could contain covenants, which
would restrict the Company's operations.  There can be no
assurance that additional financing will be available on terms
favorable to the Company, or at all.  If adequate funds are not
available or are not available on acceptable terms, the Company
may not be able to continue in business, or to a lesser extent,
not be able to take advantage of acquisition opportunities,
develop or enhance its products or respond to competitive
pressures.


ITEM 3.   DESCRIPTION OF PROPERTY

     Iceberg Industries, a wholly-owned subsidiary of the
Company, has an 11,200 square foot manufacturing facility at
Trepassey, Newfoundland where its water products are processed
and bottled.  This facility is located on approximately 40 acres
of Company-owned land, and the Company owns all of the equipment.
Embedded within the 40-acre site is a small piece of real estate
owned by the Town of Trepassey, which is specifically the size of
and constitutes the site for the bottling plant.  This parcel has
been leased to the Company for a term of 99 years, with an annual
rental or lease rate of $1.00.  The Town is surrendering fee
title on this parcel to the Company after the next batch of
bottle labels are modified to show Trepassey as the source of the
spring water.  As of the date of this filing, the transfer has
not occurred.  The 40-acre parcel is encumbered by a first
mortgage to Trepassey Community Development Fund in the amount of
$80,105, with monthly payments of $664.

     This property is, in the opinion of management, adequately
covered by Insurance on the premises and its contents, under a
policy issued by ING Halifax Insurance.

     The Company also has long-term water rights leases in place
with Basil James, an unrelated third-party landowner, for
extraction of mineral water from a site directly adjacent to the
Trepassey facility.  The Company has these water rights for $67
per month for a period of 25 years, commencing January of 1992.

     The Company maintains an office at 16 Forest Road, St.
John's, Newfoundland, Canada, which it utilizes as its main
corporate business office.  This lease is from Standard Life
Assurance Company,  with an annual rental rate of $15,000 and
floor space of approximately 1450 square feet. This property is
also covered by insurance through Ing Halifax Insurance.


ITEM 4.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

     (a)  Security Ownership of Certain Beneficial Owners.

     The following table sets forth the security and beneficial
ownership interest for each class of equity securities known by
the Company to have more than five (5%) percent of the voting
securities.



<PAGE>
<PAGE>
<TABLE>

<S>            <C>                      <C>                 <C>
Title of       Name and address         Amount and nature   Percentage
class          of beneficial            of beneficial       of class
               Owner                    ownership (1)

Common         John Kleinert             2,119,226          19.15%
               16 Forest Road           (affiliate)
               Suite 300
               St. John's, Newfoundland
               Canada

Common         Ron Stamp                   630,860           5.70%
               16 Forest Road           (affiliate)
               Suite 300
               St. John's, Newfoundland
               Canada

Common         Maurice Murphy              669,140           6.05%
               16 Forest Road           (affiliate)
               Suite 300
               St. John's, Newfoundland
               Canada

Common         Paul Benson                 615,958           5.57%
               16 Forest Road           (affiliate)
               Suite 300
               St. John's, Newfoundland
               Canada

Special        James D. Smyth, Trustee   2,895,055          26.17%
Common (2)     16 Forest Road           (affiliate)
               Suite 100
               St. John's, Newfoundland
               Canada


     (1) Unless otherwise indicated, the Company believes that all persons named in the
above table have sole voting and investment power with respect to all shares of common
stock beneficially owned by them.

(2)  James D. Smyth is functioning as trustee for the Canadian-resident investors and
shareholders that acquired their stock by way of an investment in Icecap Equity, Inc., an
intermediary company formed to enable the Iceberg Industries acquisition, on a tax-
deferred basis for Canadian shareholders.  (See "Purchase Offer for Securities of Iceberg
Industries" at Exhibit 10.6, which details the terms of the acquisition and the rights of
holders of the Company's Special Common Stock; and "Notice of Change in Purchase Offer for
Securities of Iceberg Industries" at Exhibit 10.7)

</TABLE>
<PAGE>
     (b)  Security Ownership of Management.

     The following table sets forth the beneficial ownership for
each class of equity securities of the Company beneficially owned
by all directors and officers of the Company.

<PAGE>
<PAGE>
<TABLE>

<S>            <C>                    <C>                 <C>
Title of       Name and address       Amount and nature   Percentage
class          of beneficial            of beneficial       of class
               Owner                    ownership (1)

Common         John Kleinert             2,119,226          19.15%
               16 Forest Road           (affiliate)
               Suite 300
               St. John's, Newfoundland
               Canada

Common         Ron Stamp                   630,860           5.70%
               16 Forest Road           (affiliate)
               Suite 300
               St. John's, Newfoundland
               Canada

Common         Maurice Murphy              669,140           6.05%
               16 Forest Road           (affiliate)
               Suite 300
               St. John's, Newfoundland
               Canada

Common         Paul Benson                 615,958           5.57%
               16 Forest Road           (affiliate)
               Suite 300
               St. John's, Newfoundland
               Canada

Common         Lewis Stoyles               174,018           1.57%
               16 Forest Road           (affiliate)
               Suite 300
               St. John's, Newfoundland
               Canada

Common         All Officers and          4,209,202          38.04%
               Directors as a
               Group


     (1)  Unless otherwise indicated, the Company believes that all persons named in the
above table have sole voting and investment power with respect to all shares of common
stock beneficially owned by them.

</TABLE>
<PAGE>

ITEM 5.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
          CONTROL PERSONS

     The directors and officers of the Company are as follows:

Name                     Age  Position
-----------------        ---  ---------------
Paul Benson              46   President, CEO & Director
Ron Stamp                47   Vice President-Marketing &
                              Director
Maurice Murphy           50   Vice President-Operations
Lewis Stoyles            52   Vice President-Finance &
                              Director
John Kleinert            42   Director

     The above listed officers and directors will serve until the
next annual meeting of the shareholders or until their death,
resignation, retirement, removal, or disqualification, or until
their successors have been duly elected and qualified.  Vacancies
in the existing Board of Directors are filled by majority vote of
the remaining Directors.  Officers of the Company serve at the
will of the Board of Directors.  There is no family relationship
between any executive officer and director of the Company.

PAUL BENSON, 46, President, C.E.O. & Director

     Mr. Benson has served in senior management positions with
national and local multi-unit organizations.  He founded
Newfoundland's first independent retail gasoline operation and
co-founded a Newfoundland based advertising and marketing firm.
Mr. Benson is a co-founder of the Company, and a founder of
Newfoundland's first and largest bottled water operation,
Enterprise Atlantic Limited, since amalgamated with the Company.
Mr. Benson founded Enterprise Atlantic Limited in 1991, and was
President of the company until its merger with Iceberg Industries
in 1998.  Mr. Benson is a graduate of Memorial University in St.
John's and has served as an officer in the Canadian Navy.

RONALD STAMP, 47, Vice President - Marketing and Sales & Director

     Mr. Stamp is a co-founder of the Company, and has overall
responsibility for sales and marketing.  From 1994 until his co-
founding of the Company in 1996, Mr. Stamp was Managing Director
at Canadian Iceberg Vodka Corporation.  He has over 20 years of
experience in sales, marketing and public relations in the food
and beverage industry in Canada, the United States and the
Caribbean.

MAURICE MURPHY, 50, P. Eng., Vice President - Operations

     Mr. Murphy is a registered professional engineer and
possesses a Third Class Power Certificate of Competency, issued
by the Government of Canada.  Mr. Murphy has had over 20 years
experience in the food and beverage industry in Newfoundland in
senior management positions.  These positions all involved
responsibility for capital and operational budgets for these
facilities, as well as overall responsibility for maintenance and
engineering departments.  Mr. Murphy assumes similar
responsibilities in both plant and harvesting operations at
Iceberg Industries.  Prior to his employment with the Company,
Mr. Murphy was President of M.J. Murphy and Associates, Ltd., a
designer, supplier and installer of general mechanical and
refrigeration systems.  Mr. Murphy received his Bachelor of
Engineering degree from Memorial University in St. John's,
Newfoundland.

LEWIS STOYLES, 52, FCA, CMC, Vice President, C.F.O. & Director

     Mr. Stoyles is a member of the Canadian Institute of
Chartered Accountants and a fellow of the Newfoundland Institute
of Chartered Accountants.  In addition, Mr. Stoyles is a
certified management consultant.  He brings over 30 years
experience in accounting, auditing and financial management to
his position.  Mr. Stoyles has worked for 20 years in various
industries including manufacturing and distribution of food
products, trucking and aviation transport operations.  Prior to
his position at Iceberg Industries, Mr. Stoyles was managing
partner of the Coopers and Lybrand, St. John's office for 6
years.  Mr. Stoyles is responsible for all financial affairs of
the Company.

JOHN KLEINERT, 42, Director

     Mr. Kleinert has over 18 years experience in the financial
industry.  As a General Partner at Goldman Sachs & Co. in New
York, Mr. Kleinert worked in the municipal bond department
wherein he managed the firm's Risk Portfolio.  Since 1995, Mr.
Kleinert has been the Chief Financial Officer of a high
technology firm specializing in thermal management.  Mr. Kleinert
received his Bachelor of Science degree in Chemical Engineering
from Princeton University.

     During the past five years, no present or former director,
executive officer or person nominated to become a director or an
executive officer of the Company:

     (1) was a general partner or executive officer of any
business against which any bankruptcy petition was filed, either
at the time of the bankruptcy or two years prior to that time;

     (2) was convicted in a criminal proceeding or named subject
to a pending criminal proceeding (excluding traffic violations
and other minor offences);

     (3) was subject to any order, judgement or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or

     (4) was found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission or the
Commodity Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgement has not
been reversed, suspended or vacated.


ITEM 6.   EXECUTIVE COMPENSATION.

     The following table sets forth the cash compensation, which
was paid by the Company for services, rendered to the Company.
During fiscal years ended 1998, 1999, 2000 and 2001, the
following payments were made:

<PAGE>
<PAGE>
<TABLE>

<S>                 <C>                 <C>     <C>     <C>     <C>
                                             Remuneration (US$)
                                        ----------------------------
Name                Position            2001     2000    1999   1998

                                        ----------------------------
Paul Benson         President & CEO     61,118  51,106  63,102  69,994

Ron Stamp           Vice President       8,540  47,080  60,426  55,146
                    -Marketing

Maurice Murphy      Vice President      36,175  29,517  45,037  25,263
                    -Operations

Lewis Stoyles       Vice President      43,770  45,424  51,340  9,628
                    -Finance            ------   -----  ------  -----

All Executive
Officers as
a group                                 149,603 173,127 219,905 159,671



     No compensation is payable to Directors of the Company in connection with attendance
at board meetings, except as to such  Directors who also serve as Officers of the Company
in capacities other than Directors.  At this time, no other compensation has been
scheduled for any other member of the Board of Directors or Officer of the Company.

     Future compensation of Officers will be determined by the Board of Directors based
upon the financial condition and performance of the Company, the financial requirements of
the Company, and upon the individual performance of each Officer.  The Board of Directors
intends to ensure that the salaries paid to the Company's Officers and employees are
reasonable and prudent and are based upon both the financial condition and performance of
the Company and upon the performance of individual Officers and employees.

</TABLE>
<PAGE>

ITEM 7.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company and Icecap Equity Inc. purchased all of the
issued and outstanding common shares of Iceberg Industries on the
basis of one and seven-tenths Preferred Exchangeable Shares of
Icecap Equity Inc. for each one Iceberg Industries Share or, at
the option of a holder who was a non-resident of Canada, one and
seven-tenths Common Shares of the Company for each Iceberg
Industries Share.  This purchase was completed on June 25, 1999.

     Icecap Equity Inc. was incorporated on May 3rd, 1999, to
allow for the postponement of a deemed disposition of shares of
Iceberg Industries and consequential tax implications for
Canadian resident security holders of Iceberg Industries, until
such time as the investor disposes of the Company's shares
exchanged for shares of Icecap Equity Inc.  Other than for the
purposes stated herein, Icecap Equity Inc. has no other business
activities, and shares of Icecap Equity Inc. have no value other
than the right to be exchanged for shares of the Company.  (See
"Purchase Offer for Securities of Iceberg Industries" at Exhibit
10.6, which details the terms of the acquisition and the rights
of holders of the Company's Special Common Stock; and "Notice of
Change in Purchase Offer for Securities of Iceberg Industries" at
Exhibit 10.7)

     In addition, the Company has outstanding notes payable due
to shareholders and to directors.  Notes payable to shareholders,
are unsecured, bear interest at 5% and 10% and are repayable upon
demand.  As of June 30, 2001, notes payable to directors totalled
$711,788.

     Except as herein above set forth, there have been no related
party transactions, or any other transactions or relationships
required to be disclosed pursuant to Item 404 of Regulation S-B.


ITEM 8.   DESCRIPTION OF SECURITIES.

     The Company's authorized capital stock consists of
100,000,000 shares of Common Stock, par value $.0001 per share,
and 5,000,000 shares of Special Common Stock, par value $.0001
per share.  At June 30, 2001, there were 8,169,425 Common Shares
issued and outstanding and 2,895,055 Special Common Shares issued
and outstanding, for a total of 11,064,480 issued and outstanding
shares of the Company.

     All shares of the Company's Common Stock and Special Common
Stock have equal voting rights and, when validly issued and
outstanding, are entitled to one vote per share in all matters to
be voted upon by shareholders.

     The shares of Common Stock have no pre-emptive,
subscription, conversion or redemption rights and may be issued
only as fully paid and non-assessable shares.  Cumulative voting
in the election of directors is not permitted, which means that
the holders of a majority of the issued and outstanding shares of
Common Stock represented at any meeting at which a quorum is
present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining
shares of Common Stock will not be able to elect any directors.
In the event of liquidation of the Company, each shareholder is
entitled to receive a proportionate share of the Company's assets
available for distribution to shareholders after the payment of
liabilities and after distribution in full of preferential
amounts, if any.  All shares of the Company's Common Stock issued
and outstanding are fully paid and non-assessable.  Holders of
the Common Stock are entitled to share pro rata in dividends and
distributions with respect to the Common Stock, as may be
declared by the Board of Directors out of funds legally available
therefor.

     The Special Common Stock shares of the Company are
convertible, at the option of the respective holders of the
shares thereof, at any time, and into fully paid, non-assessable
Common Stock shares of the Company, at the rate of one Common
Stock share for each one Special Common Stock share so
surrendered for conversion.  The Special Common Stock shares of
the Company carry the following additional rights:

     Dividend rights: any dividends paid will be equivalent to
dividends paid on the common shares of the Company.

     Direct Voting Rights: One vote per Special Common Stock
Share.

     Retraction/Redemption Rights: The Special Common Stock
Shares are redeemable at the option of Icecap Equity Inc. and
retractable at the option of the holder upon delivery of one
Share of the Company.

     Liquidation Entitlement: Special Common Stock Share holders
are entitled to be paid, upon any liquidation of the assets of
Icecap Equity Inc., an amount of money equivalent to the amount
that would be received per Company Share on a liquidation of the
Company.

     Anti-dilution:  The Special Common Stock Shares contain
anti-dilution provisions to keep such shares pari passu with any
changes involving the Company Shares, such as reorganizations or
stock splits.

     In addition to the foregoing, the Special Common Stock
Shares are subject to certain collateral contractual arrangements
as follows:

     Voting Rights in the Company: The Company will issue special
voting shares to a trustee (the "Iceberg Corporation of America
Trust Shares").  The terms of the trust shall be contained in a
trust indenture which will provide as follows: (i) the number of
Iceberg Corporation of America Trust Shares shall be equal to the
number of Special Common Stock Shares; (ii)  the voting rights of
the Iceberg Corporation of America Trust Shares shall be equal
and equivalent to the voting rights attached to the Iceberg
Corporation of America Shares; (iii) the trustee shall vote the
Iceberg Corporation of America Trust Shares as directed by the
holders of the Special Common Stock Shares; and (iv) as each
Special Common Stock Share is exchanged for a Company Share, the
corresponding equivalent Iceberg Corporation of America Trust
Share shall be cancelled.

     Put Rights:  The holders of Special Common Stock Shares may
require those shares to be acquired by the Company in exchange
for an equal number of Company Shares.

     The Company shall at all times reserve and keep available
out of its authorized but non-issued common shares the full
number of Common Shares deliverable upon the conversion of all of
the then outstanding Special Common Shares, and shall take all
action and obtain all permits or orders that may be necessary to
enable the Company lawfully to issue common shares upon the
conversion of the Special Common Shares.



                             PART II


ITEM 1.   MARKET PRICE FOR COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     (a)  Market Price.

     The Company's Common Stock is presently quoted on the
National Association of Securities Dealers' Over-The-Counter
Bulletin Board.

     As of June 30, 2001, the Company had 375 shareholders of
record of its common stock and one shareholder of record for the
special common stock.  See Item 7, Certain Relationships and
Related Transactions.  The Company has not paid cash dividends on
its common stock.  The Company anticipates that for the
foreseeable future any earnings will be retained for use in its
business, and no cash dividends will be paid on the common stock.
Declaration of common stock dividends will remain within the
discretion of the Company's Board of Directors and will depend
upon the Company's growth, profitability, financial condition and
other relevant factors.

     The table below reflects the high and low "bid" and "ask"
quotations for the Company's Common Stock for each of the
calendar years covered by this report.  The prices reflect inter-
dealer prices, without retail mark-up, mark-down or commission
and do not necessarily represent actual transactions.


1998                HIGH                LOW
-----------         ------              ------
1st Quarter
2nd Quarter                   N/A
3rd Quarter
4th Quarter

1999                HIGH                LOW
-----------         ------              ------
1st Quarter
2nd Quarter                   N/A
3rd Quarter         3.750               1.000
4th Quarter         2.875               1.250

2000                HIGH                LOW
-----------         ------              ------
1st Quarter         3.250               0.750
2nd Quarter         3.625               0.625
3rd Quarter         3.070               1.812
4th Quarter         2.000               0.625

2001                HIGH                LOW

-----------         ------              ------
1st Quarter         0.781               0.240
2nd Quarter         0.390               0.080

     (b)  Other.

     The securities of the Company will be considered low-priced
or "designated" securities under rules promulgated under the
Securities and Exchange Act of 1934.  Penny Stock Regulation and
Broker-Dealer practices in connection with transactions in "Penny
Stocks" are regulated by certain rules adopted by the Securities
and Exchange Commission.  Rule 15g-9 under the Exchange Act
establishes the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions.  For
any transaction involving a penny stock, unless exempt, the rules
require: (i) that a broker or dealer approve a person's account
for transactions in penny stocks; and (ii) the broker or dealer
receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be
purchased.  In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable
for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.  The broker or dealer must
also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer  received a
signed, written agreement from the investor prior to the
transaction.  Disclosure also has to be made about the risks of
investing in penny stock in both public offering and in secondary
trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the
securities and the rights and remedies available to an investor
in cases of fraud in penny stock transactions.  Finally, monthly
statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the
limited market in penny stocks.  Therefore, the Company's stock
will become subject to the penny stock rules and investors may
find it more difficult to sell their securities, should they
desire to do so.

     (c)  Dividends.

     The payment of dividends is within the discretion of the
Board of Directors of the Company.  The Company currently intends
to retain all earnings, if any, in the foreseeable future for use
in the development of the Company's business.  The Company has
not paid dividends since inception.  It is not anticipated that
any dividends will be paid in the foreseeable future and there
can be no assurance that dividends can or will ever be paid.  The
payment of dividends is contingent upon future earnings, if any,
the Company's financial condition and capital requirements,
general business conditions and other factors.

     (d)  Transfer Agent.

     The Transfer Agent for the Company's Common Stock is Pacific
Stock Transfer Company, 5844 S. Pecos Road, Suite D, Las Vegas,
Nevada 89120.


ITEM 2.   LEGAL PROCEEDINGS.

     There are no legal proceedings threatened or pending, except
such ordinary routine matters which may be incidental to the
business currently being conducted by the Company.


ITEM 3.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.


ITEM 4.   RECENT SALES OF UNREGISTERED SECURITIES.

     During June 1999, and closing on June 25, 1999, the Company
consummated a reverse merger transaction whereby it acquired 100%
of the issued and outstanding stock of Iceberg Industries for
total consideration of $3,631,848, which was satisfied by the
issuance of 5,757,859 shares of the Company's stock, consisting
of 1,251,753 Common Shares and 4,506,106 Special Common Shares.
This transaction was completed pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and Internal Revenue Code
section 368.  As a result of these transactions, the former
shareholders of Iceberg Industries effectively control the
Company through their share ownership.

     In September 1999, the Company completed a private placement
under Rule 506 of Regulation D whereby it issued an aggregate of
600,000 restricted shares of the Company's Common Stock in
exchange for $1,500,000, or $2.50 per share, which proceeds were
intended to fund the Company's immediate working capital needs.
As part of the offering price, the accredited investor also
received 1,200,000 Share Purchase Warrants convertible into an
equivalent number of shares of the Company's Common Stock at
$2.50 per share.  The first 600,000 Warrants expire on December
15, 2000; the next 600,000 Warrants expire on March 15, 2002.  In
addition, the investor received 150,000 stock options under the
Company's employee stock option plan, which expire on December
31, 2009.  The Term Sheet for the Private Placement is included
herewith as Exhibit 10.11.  Subsequently, the 1,200,000
outstanding Warrants were cancelled.

     In June 2000, the Company completed a private placement
under Rule 506 of Regulation D whereby it issued an aggregate of
1,000,000 restricted shares of the Company's Common Stock in
exchange for $500,000, or $0.50 per share, which proceeds were
intended to fund the Company's immediate working capital needs.
As part of the offering price, the accredited investors also
received 1,000,000 Share Purchase Warrants convertible into an
equivalent number of shares of the Company's Common Stock from
the date of the private placement Agreement to April 30, 2001, an
amount of money per share equal to 125% of the closing bid for
the Company's stock on the last trading day preceding the date of
execution of the Agreement; and, from May 1, 2001 to April 30,
2002, an amount of money per share equal to 140% of the closing
bid for the Company's stock on the last trading day preceding the
date of execution of the Agreement.

     In August 2000, the Company completed a private placement
under Rule 506 of Regulation D whereby it issued convertible
debentures in exchange for $761,000 which proceeds were intended
to fund the Company's immediate working capital needs.  As part
of the offering price, the accredited investors will be entitled
to convert their debenture into an equivalent number of shares of
the Company's Common Stock at $0.50 per share. Subsequently,
$561,000 of the total debenture was modified to reduce the
conversion price to $0.25 per share. As part of the offering
price, the accredited investors who convert will receive share
purchase warrants convertible into an equivalent number of shares
of the Company's Common Shares at $0.625 per share.  These
warrants expire eighteen months after the conversion date of the
convertible debenture to equity.  A commission of 4% was paid in
connection with the issuance of the convertible debenture.
Subsequently, in May 2001 $561,000 of these convertible
debentures were registered under Form SB-2.

     In November 2000, the Company completed a private placement
under Rule 506 of Regulation D whereby it issued convertible
debentures for proceeds of $100,000.  The proceeds were intended
to fund the Company's immediate working capital needs.  As part
of the offering price, the accredited investors will be entitled
to convert their debenture into an equivalent number of shares of
the Company's Common Stock at $0.50 per share.  As part of the
offering price, the accredited investors who convert will receive
share purchase warrants convertible into an equivalent number of
shares of the Company's Common Shares at $0.625 per share.  These
warrants expire eighteen months after the conversion date of the
convertible debenture to equity.

     In January 2001, the Company completed a private placement
under Rule 506 of Regulation D whereby it issued convertible
debentures for proceeds of $665,000.The total debenture was
prepared based on raising $5,000,000 under various terms and
conditions. However, due to changing market conditions, the
original debenture was replaced with a new series of convertible
debentures to raise this $665,000.This amount will be used to
fund working capital needs and the redevelopment of the Company's
vodka and water products for introduction into the US
marketplace. Subsequently in May 2001, these convertible
debentures were registered under Form SB-2.

    Except as noted herein, no compensation or commissions were
paid to any person in connection with the issuance of the shares,
and no underwriter, broker or dealer participated in such a sale.
Each issuee in the transactions described above made a written
representation to the Company that he was acquiring the Company's
stock for investment purposes and not with a view to the resale
or redistribution thereof.  Each stock certificate issued
contains a restrictive legend.  Each of the above transactions
was deemed by the Company to be exempt from registration under
Section 4(2) of the Securities Act of 1933, and Rule 145 (17 CFR
Section 230.145) as a transaction not involving any public
offering.

     As of the date of this report, 10,960,814 of the issued and
outstanding shares of the Company's Common Stock and Special
Common Stock could potentially be eligible for sale as free
trading or under Rule 144 promulgated under the Securities Act of
1933, as amended, subject to certain limitations included in the
Rule:

     In summary, Rule 144 applies to affiliates (that is, control
persons) and non-affiliates when they resell restricted
securities (those purchased from the issuer or an affiliate of
the issuer in non-public transactions).  Non-affiliates reselling
restricted securities, as well as affiliates selling restricted
or non-restricted securities, are not considered to be engaged in
a distribution and, therefore, are not deemed to be underwriters
as defined in Section 2(a)(11), if six conditions are met:

     (1)  Current public information must be available about the
issuer unless sales are limited to those made by non-affiliates
after two years.

     (2)  When restricted securities are sold, generally there
must be a one-year holding period.

     (3)  When either restricted or non restricted securities are
sold by an affiliate after one year, there are limitations on the
amount of securities that may be sold (144(e)); when restricted
securities are sold by non-affiliates between the first and
second years, there are identical limitations; after two years,
there are no volume limitations for resales by non-affiliates
(144(k)).

     (4)  Except for sales of restricted securities made by non-
affiliates after two years, all sales must be made in brokers'
transactions as defined in Section 4(4) of the Securities Act of
1933, as amended, or a transaction directly with a "market maker"
as that term is defined in Section 3(a)(38)of the 1934 Act.

     (5) Except for sales of restricted securities made by non-
affiliates after two years, a notice of proposed sale must be
filed for all sales in excess of 500 shares or with an aggregate
sales price in excess of $10,000.

     (6) There must be a bona fide intention to sell within a
reasonable time after the filing of the notice referred to in
(5)above.

     Furthermore, Rule 145, which applies when a merger, share
exchange or similar reorganization of a company takes place,
would limit the ability of holders of restricted securities to
sell their shares through the public market.  All securities
received as a result of a transaction subject to Rule 145 would
be restricted for a minimum of one year from the date on which
the consideration for these shares was exchanged, which would be
June 25, 1999 for a large majority of the shareholders of the
Company.  Once the one-year period has elapsed, the holders are
subject to the normal restrictions and exemptions set forth in
Rule 144.

     Based upon the Company's knowledge of the dates of
acquisition of the various securities of the Company, there are
currently 10,960,814 shares of the 11,064,480 potentially
tradable restricted shares, which could be immediately sold,
after all Icecap Equity Inc. shares are converted to shares of
the company, under Rule 144 of the Securities Act.



ITEM 5.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Except for acts or omissions which involve intentional
misconduct, fraud or known violation of law or for the payment of
dividends in violation of Nevada Revised Statutes, there shall be
no personal liability of a director or officer to the Company, or
its stockholders for damages for breach of fiduciary duty as a
director or officer.  The Company may indemnify any person for
expenses incurred, including attorneys fees, in connection with
their good faith acts if they reasonably believe such acts are in
and not opposed to the best interests of the Company and for acts
for which the person had no reason to believe his or her conduct
was unlawful.  The Company may indemnify the officers and
directors for expenses incurred in defending a civil or criminal
action, suit or proceeding as they are incurred in advance of the
final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to
repay the amount of such expenses if it is ultimately determined
by a court of competent jurisdiction in which the action or suit
is brought determined that such person is fairly and reasonably
entitled to indemnification for such expenses which the court
deems proper.

Indemnification of Directors, Officers, Employees and Agents

     So far as permitted by the Nevada Business Corporation Act,
the Company may indemnify its directors and officers against
expenses and liabilities they incur to defend, settle or satisfy
any civil or criminal action brought against them on account of
their being or having been Company directors or officers unless,
in any such action, they are adjudged to have acted with gross
negligence or to have engaged in wilful misconduct.  Section
78.751(1) of the Nevada Revised Statutes (NRS) authorizes a
Nevada corporation to indemnify any director, officer, employee,
or corporate agent who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the
corporation due to his or her corporate role. Section 78.751(1)
extends this protection against expenses, including attorney's
fees, judgements, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action,
suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

     Section 78.751(2) of the NRS also authorizes indemnification
of the reasonable defence or settlement expenses of a corporate
director, officer, employee or agent who is sued, or is
threatened with a suit, by or in the right of the corporation.
The party must have been acting in good faith and with the
reasonable belief that his of her actions were not opposed to the
corporation's best interests.  Unless the court rules that the
party is reasonably entitled to indemnification, the party
seeking indemnification must not have been found liable to the
corporation.

     To the extent that a corporate director, officer, employee,
or agent is successful on the merits or otherwise in defending
any action or proceeding referred to in Section 78.751(1) or
78.751(2), Section 78.751(3) of the NRS requires that he or she
be indemnified against expenses, including attorneys fees,
actually and reasonably incurred by him in connection with the
defense.

     Section 78.751(4) of the NRS limits indemnification under
Section 78.751(1) and 78.751(2) to situations in which either (i)
the stockholders; (ii) the majority of a disinterested quorum of
directors; or (iii) independent legal counsel determine that
indemnification is proper under the circumstances.

     Pursuant to Section 78.175(5) of the NRS, the corporation
may advance an officer's or director's expenses incurred in
defending any action or proceeding upon receipt of an
undertaking.  Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement,
stockholder vote or vote of disinterested directors.  Section
78.751(6)(b) extends the rights to indemnification and
advancement of expenses to former directors, officers, employees
and agents, as well as their heirs, executors, and
administrators.

     Regardless of whether a director, officer, employee or agent
has the right to indemnity, Section 78.752 allows the corporation
to purchase and maintain insurance on his or her behalf against
liability resulting from his or her corporate role.

     Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, the Company
has been informed that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore
unenforceable.


                             PART F/S

Financial Statements.

     The following financial statements are attached to this
report and filed as a part hereof.


     Audited Consolidated Financial Statements as of June
     30, 2001 with comparative figures for the year ended
     June 30 2000, and for the six months ended June 30,
     1999

     Unaudited Consolidated Financial Statements as of
     June 30, 1999



<PAGE>


        ICEBERG CORPORATION OF AMERICA AND SUBSIDIARIES

               INDEPENDENT AUDITORS' REPORT AND

               CONSOLIDATED FINANCIAL STATEMENTS



                   INDEPENDENT AUDITORS' REPORT



Independent Auditors' Report

To the Board of Directors and Shareholders of
Iceberg Corporation of America

We have audited the accompanying consolidated balance sheets of
Iceberg Corporation of America (a development stage company) and
subsidiaries as of June 30, 2001 and June 30, 2000, and the
related consolidated statements of operations, shareholders'
(deficiency) equity and cash flows for the years ended June 30,
2001 and June 30, 2000, for the six months ended June 30, 1999
and for the period from July 22, 1996 (inception) to June 30,
2001.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing standards in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of Iceberg Corporation of America and subsidiaries as of
June 30, 2001 and June 30, 2000, and the results of their
operations and their cash flows for the years ended June 30, 2001
and June 30, 2000, for the six months ended June 30, 1999 and for
the period from July 22, 1996 (inception) to June 30, 2001, in
conformity with generally accepted accounting principles in the
United States of America.

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern.
Iceberg Corporation of America is a development stage company
engaged in the development, production and commercial marketing
of premium beverage products, which utilize iceberg water as a
core ingredient.  As discussed in Note 1 to the consolidated
financial statements, the deficiency in working capital at June
30, 2001 and the operating losses since inception raise
substantial doubt about its ability to continue as a going
concern.  Management's plans in regards to these matters are also
described in Note 1.  The consolidated financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.



St. John's, Newfoundland, Canada       Deloitte & Touche LLP
September 7, 2001                      Chartered Accountants


<PAGE>
<PAGE>
<TABLE> Change Format

                     ICEBERG CORPORATION OF AMERICA AND SUBSIDIARIES
                              (a Development Stage Company)

                               CONSOLIDATED BALANCE SHEETS

                                        _________
                              (all amounts in U.S. dollars)


<S>                                                     <C>              <C>
                                                            June           June
                                                            30, 2001       30, 2000
ASSETS
Current assets
  Cash and cash equivalents                             $        598     $   30,417
  Trade accounts receivable, less allowance
    for doubtful accounts of $8,500 and $10,500
    respectively                                             204,549        155,135
  Inventory                                                  367,571        581,624
  Prepaid expenses                                            50,014         47,587
                                                            ---------      ---------
Total current assets                                         622,732        814,763

Property, plant and equipment, net                         1,209,236      1,567,778
Goodwill                                                     120,196        193,641
                                                            ---------      ---------
Total assets                                            $  1,952,164     $2,576,182
                                                            =========      =========

LIABILITIES
Current liabilities
  Short term borrowings                                 $    114,969     $  138,331
  Accounts payable                                           816,460      1,048,088
  Accrued liabilities                                        133,233         62,243
  Due to shareholders                                        711,788        610,847
  Current portion of long term debt                        1,292,909         96,831
                                                            ---------      ---------
Total current liabilities                                  3,069,359      1,956,340

Long term debt                                               798,255        521,840
                                                            ---------      ---------
Total liabilities                                          3,867,614      2,478,180
                                                            ---------      ---------

Commitments and contingencies

SHAREHOLDERS' (DEFICIENCY) EQUITY

Common shares, $.0001 par value; 100,000,000 shares
  authorized, 8,169,425 and 6,444,250 shares issued
  and outstanding in 2001 and 2000 respectively                  817            644
Special common shares, $.0001 par value; 5,000,000
  shares authorized, 2,895,055 and 4,454,690 shares
  issued and outstanding in 2001 and 2000 respectively           290            445
Additional paid-in capital                                 6,916,315      6,004,870
Deficit accumulated during the development stage          (8,841,856)    (5,930,665)
Accumulated other comprehensive income                         8,984         22,708
                                                            ---------      ---------
Total shareholders' (deficiency) equity                   (1,915,450)        98,002
                                                            ---------      ---------
Total liabilities and shareholders' (deficiency) equity  $ 1,952,164    $ 2,576,182
                                                            =========      =========

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>


                      ICEBERG CORPORATION OF AMERICA AND SUBSIDIARIES
                               (a Development Stage Company)

                           CONSOLIDATED STATEMENTS OF OPERATIONS

                                         _________
                               (all amounts in U.S. dollars)

<TABLE>
<S>                                <C>                 <C>            <C>            <C>
                                   From
                                   July 22, 1996       Year           Year           Six Months
                                   (Date of            Ended          Ended          Ended
                                   Inception) to       June           June           June
                                   June 30, 2001       30, 2001       30, 2000       30, 1999


Sales                              $ 2,011,650         $   817,070    $   737,300    $   209,188

Cost of sales                        1,738,430             619,479        610,863        287,470
                                   -----------         -----------    -----------    -----------
Gross profit (loss)                    273,220             197,591        126,437        (78,282)
                                   -----------         -----------    -----------    -----------

Operating expenses
  General and administrative         3,779,607             821,560      1,205,936      1,059,010
  Research and development             924,738              25,579        200,895        217,058
  Sales and marketing                2,031,192             660,201        779,433        236,230
  Depreciation and amortization      1,030,764             442,009        338,413        111,259
                                   -----------         -----------    -----------    -----------
                                     7,766,301           1,949,349      2,524,677      1,623,557
                                   -----------         -----------    -----------    -----------
Operating (loss)                    (7,493,081)         (1,751,758)    (2,398,240)    (1,701,839)
                                   -----------         -----------    -----------    -----------
Other expenses
  Interest and bank charges            131,991              40,510         28,337         28,135
  Interest on long term debt         1,216,784           1,118,923         43,305         13,778
                                   -----------         -----------    -----------    -----------
                                     1,348,775           1,159,433         71,642         41,913
                                   -----------         -----------    -----------    -----------
(Loss) before taxes                 (8,841,856)         (2,911,191)    (2,469,882)    (1,743,752)
Income taxes                                 -                   -              -              -
                                   -----------         -----------    -----------    -----------

(Net loss)                         $(8,841,856)        $(2,911,191)   $(2,469,882)   $(1,743,752)
                                   ===========         ===========    ===========    ===========

Loss per share
 - basic and diluted               $    (1.74)         $    (0.27)    $    (0.26)    $     (0.27)
                                   ===========         ===========    ===========    ===========

Weighted average common shares
 - basic and diluted                 5,072,563          10,905,125      9,441,735      6,480,860
                                   ===========         ===========    ===========    ===========


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>









                          ICEBERG CORPORATION OF AMERICA AND SUBSIDIARIES
                                   (a Development Stage Company)

                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                             _________
                                   (all amounts in U.S. dollars)


<TABLE>
<S>                                <C>                 <C>            <C>            <C>
                                   From
                                   July 22, 1996       Year           Year           Six Months
                                   (Date of            Ended          Ended          Ended
                                   Inception) to       June           June           June
                                   June 30, 2001       30, 2001       30, 2000       30, 1999


Operating activities
  Net loss                         $(8,841,856)        $(2,911,191)   $(2,469,882)   $(1,743,752)
  Items not affecting cash:
    Depreciation and amortization    1,030,764             442,009        338,413        111,259
    Beneficial conversion feature      920,500             920,500             -              -
    (Gain) loss on sale of property,
    plant and equipment                (29,195)                  -         (6,976)         4,127

Changes in current assets
  and liabilities
  (Increase) decrease in
    accounts receivable               (138,257)            (53,239)        36,954       (139,132)
  (Increase) decrease in
    inventory                         (190,651)            199,078       (282,535)         3,962
  (Increase) decrease in
    prepaid expenses                   (21,874)             (3,583)         5,213        (34,328)
  Increase (decrease) in
    accounts payable                   415,155            (206,748)      (143,006)       618,587
  Increase in accrued liabilities      133,994              71,861         33,146         10,195
  Increase (decrease)in deferred
   government grants                      (693)                  -              -        (46,599)
                                   -----------         -----------    -----------    -----------

Cash used by operating activities   (6,722,113)         (1,541,313)    (2,488,673)    (1,215,681)
                                   -----------         -----------    -----------    -----------

Investing activities
  Purchase of property, plant
   and equipment                    (1,766,714)            (17,671)      (121,366)      (985,794)
  Proceeds from sale of property,
   plant and equipment                  78,007                   -         32,381          5,866
  Acquisition of subsidiary                 (1)                  -              -              -
                                   -----------         -----------    -----------    -----------

Cash used by investing activities   (1,688,708)            (17,671)       (88,985)      (979,928)
                                   -----------         -----------    -----------    -----------

Financing activities
  Proceeds from (payments of)
   short term borrowings               133,739             (19,895)       138,678              -
  Advances from third parties          259,870                   -              -              -
  Repayment of advances from
   third parties                      (516,030)                  -              -              -
  Advances from shareholders, net      718,257             107,249        185,034        425,974
  Proceeds from issuance of
   long term debt                    2,394,694           1,526,000         33,942        161,033
  Repayment of long term debt         (572,659)            (75,136)      (395,609)       (55,482)
  Redemption of Shares                 (62,500)            (62,500)
  Net proceeds from issuance
   of shares                         6,059,422              53,463      2,374,111      1,878,149
                                   -----------         -----------    -----------    -----------

Cash provided by financing
 activities                          8,414,793           1,529,181      2,336,156      2,409,674
                                   -----------         -----------    -----------    -----------
Effect of exchange rate
 changes on cash                        (3,374)                (16)        (2,068)          (429)
                                   -----------         -----------    -----------    -----------

Increase (decrease) in cash and cash
 equivalents during the period             598             (29,819)      (243,570)       213,636

Cash and cash equivalents,
 beginning of period                         -              30,417        273,987         60,351
                                   -----------         -----------    -----------    -----------

Cash and cash equivalents,
 end of period                     $       598         $       598    $    30,417    $   273,987
                                   ===========         ===========    ===========    ===========

Supplemental disclosures of
 cash flow information:

Cash paid for interest             $   349,070         $   159,728    $    71,642    $    41,913
                                   ===========         ===========    ===========    ===========

Cash paid for income taxes         $       -           $       -      $       -      $       -
                                   ===========         ===========    ===========    ===========


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
                            ICEBERG CORPORATION OF AMERICA AND SUBSIDIARIES
                                     (a Development Stage Company)

                      CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIENCY) EQUITY
                                              __________
                                    (all amounts in U. S. dollars)

<S>                      <C>       <C>         <C>             <C>          <C>             <C>
                           Common and                          Deficit
                         Special Common                        Accumulated  Accumulated     Total
                             Shares            Additional      During the   Other           Share-
                            Par Value          Paid in         Development  Comprehensive   holders'
                         Number    Amount      Capital         Stage        Income          Equity

Balance at July 22, 1996
 (Inception)                       $   -       $   -           $   -        $   -           $   -
Components of comprehensive
 income (loss)
  Net loss                  -          -           -              (52,892)      -               (52,892)
  Foreign currency
   translation adjustment   -          -           -               -               270              270
                                                                                             ----------
  Total comprehensive
   income (loss)                                                                                (52,622)
                                                                                             ----------
Issuance of shares        10,000         1           72            -            -                    73
                         -------   -------     --------        ----------    ---------       ----------

Balance at December 31,
 1996                     10,000         1           72           (52,892)         270          (52,549)
Components of
 comprehensive
 income (loss)
  Net loss                  -          -           -             (433,497)      -              (433,497)
  Foreign currency
   translation adjustment   -          -           -               -            16,210           16,210
                                                                                             ----------
  Total comprehensive
   income (loss)                                                                               (417,287)
                                                                                             ----------
Issuance of shares       481,006        48      198,594            -            -               198,642
                         -------   -------     --------        ----------    ---------       ----------

Balance at December 31,
 1997                   491,006         49      198,666          (486,389)      16,480         (271,194)
Components of
 comprehensive
 income (loss)
  Net loss                  -          -           -           (1,230,642)      -            (1,230,642)
  Foreign currency
   translation adjustment   -          -           -               -             6,979            6,979
                                                                                             ----------
  Total comprehensive
   income (loss)                                                                             (1,223,663)
                                                                                             ----------
Issuance of shares     3,753,967       375    1,554,609                                       1,554,984
                         -------   -------     --------        ----------    ---------       ----------

Balance at December 31,
 1998                  4,244,973       424    1,753,275        (1,717,031)      23,459           60,127
Components of
 comprehensive
 income (loss)
  Net loss                  -          -           -           (1,743,752)      -            (1,743,752)
  Foreign currency
   translation adjustment   -          -           -               -             5,740            5,740
                                                                                             ----------
  Total comprehensive
   income (loss)                                                                             (1,738,012)
                                                                                             ----------
Issuance of shares     4,546,218       455    1,877,694            -            -             1,878,149
                         -------   -------     --------        ----------    ---------       ----------

Balance at June 30,
 1999                  8,791,191   $   879   $3,630,969       $(3,460,783)   $  29,199       $  200,264

Components of
 comprehensive
 income (loss)
  Net loss                  -          -           -           (2,469,882)      -            (2,469,882)
  Foreign currency
   translation adjustment   -          -           -               -            (6,491)          (6,491)
                                                                                             ----------
  Total comprehensive
   income (loss)                                                                             (2,476,373)
                                                                                             ----------
Issuance of shares     2,107,749       210    2,373,901            -            -             2,374,111
                         -------   -------   ----------         -----------   --------       ----------


Balance at June 30,
 2000                 10,898,940   $ 1,089   $6,004,870       $(5,930,665)   $  22,708       $   98,002

Components of
 comprehensive
 income (loss)
  Net loss                  -          -           -           (2,911,191)      -            (2,911,191)
  Beneficial conversion
   Feature                  -          -        920,500            -            -               920,500
  Foreign currency
   translation adjustment   -          -           -               -           (13,724)         (13,724)
                                                                                             ----------
  Total comprehensive
   income (loss)                                                                             (2,004,415)

Redemption of Shares                   (10)     (62,490)                                        (62,500)
                                                                                             ----------
Issuance of shares       165,540        28       53,435            -            -                53,463
                         -------   -------   ----------         -----------   --------       ----------


Balance at June 30,
 2001                 11,064,480   $ 1,107   $6,916,315       $(8,841,856)   $   8,984      $(1,915,450)




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

</TABLE>
<PAGE>
<PAGE>
<PAGE> Change Format

        ICEBERG CORPORATION OF AMERICA AND SUBSIDIARIES
         Notes to the Consolidated Financial Statements
                 (all amounts in U. S. dollars)

1.   Description of business and basis of presentation

Description of business

Iceberg Industries Corporation ("Iceberg Industries"), a
development stage company, was incorporated under the laws of the
province of Newfoundland, Canada on July 22, 1996. As more fully
described in Note 3(a), Iceberg Corporation of America ("the
Company"), a dormant public shell company, acquired Iceberg
Industries effective June 25, 1999.  The acquisition by the
Company resulted in the former shareholders of Iceberg Industries
acquiring control of the Company and, accordingly, this
transaction has been treated as a reverse takeover and is deemed
in substance a capital transaction, rather than a business
combination.  Under this basis of accounting in accordance with
generally accepted accounting principles in the United States of
America ("U.S. GAAP"), Iceberg Industries has been identified as
the accounting acquirer. The financial statements prior to the
aforementioned acquisition are those of Iceberg Industries since,
under a reverse takeover transaction, comparative figures become
those of the accounting acquirer.

The Company's principal activity is intended to be the commercial
supply of premium beverage products, including iceberg water,
beer and vodka, which primarily utilize water obtained from
icebergs as the core ingredient. To date, however, the Company
has only generated minimal revenue from bottling spring water and
some iceberg water, beer and vodka.  The Company has invested
heavily in the development of technology for the harvesting of
icebergs and the production of premium water from icebergs. It
has developed substantial production facilities and has recently
focused its energies on product development, packaging, market
research and market development. Management continues to commit
significant efforts to these development activities, financial
planning and raising the required capital to support the ongoing
research and development.

Basis of presentation

These consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal
course of business.  The Company has incurred significant
operating losses since inception and has an accumulated deficit
of $8,841,856 at June 30, 2001.  The Company expects to incur
further development costs to continue its product development and
marketing initiatives.  The Company's working capital deficiency
at June 30, 2001 and limited revenue will not be sufficient to
meet its development requirements.  Management recognizes that
the Company must generate additional resources.  Management's
plans include the sale of additional debt and equity securities,
the pursuit of business alliances for the production and
marketing of product and the ongoing development of markets for
its products.

No assurance can be given that the Company will be successful in
raising sufficient additional capital or entering into business
alliances that will enable it to achieve profitability or
positive cash flow.


2.   Significant accounting policies

Basis of consolidation

These consolidated financial statements include the accounts of
the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated upon
consolidation.  Such consolidated financial statements include,
as appropriate, the financial position and results of operations
of acquired businesses since the date of such respective
acquisitions.

Change in fiscal year

The Company changed its financial reporting year end from
December 31 to June 30 effective January 1, 1999 to more closely
align its fiscal reporting to its business cycle.

Reporting currency and foreign currency translation

The Company reports its consolidated financial statements in U.S.
dollars.  The functional currency of the Company's major
operations to date conducted by Iceberg Industries is the
Canadian dollar.  Canadian dollar denominated amounts have been
translated into U.S. dollars using the exchange rate at each
balance sheet date for assets and liabilities and the weighted
average exchange rate for each period for revenues, expenses and
gains and losses.  Translation adjustments are recorded as a
separate component of other comprehensive income.  Gains and
losses resulting from foreign currency transactions are included
in the results of operations.

Use of estimates

     The preparation of the Company's consolidated financial
statements in conformity with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with
original maturities of three months or less when purchased.


Inventory

     Inventory is valued at the lower of cost or market.  Cost is
determined on a first-in, first-out basis.  Inventory balances
include the following:

                                        June 30,       June 30,
                                        2001           2000
                                        ---------      ---------

     Raw materials                      $ 199,232      $ 255,154
     Finished goods                       168,339        326,470
                                        ---------      ---------
                                        $ 367,571      $ 581,624
                                        =========      =========



     Government grants

     The Company applies government grants received related to
the purchase of property, plant and equipment to the cost of
those assets.  Grants received in advance of the acquisition of
the related property, plant and equipment are deferred until the
asset has been acquired.

2.   Significant accounting policies (Continued)


Property, plant and equipment

Property, plant and equipment are recorded at historical cost
less government grants received.   Property, plant and equipment
are depreciated over their useful lives using the declining
balance method at the following annual rates:

               Plant                    4%
               Tank farm                10%
               Furniture and equipment  20% - 30%
               Vehicles                 30%

Repairs and maintenance are expensed as incurred.  Expenditures
that result in the enhancement of the value of the facilities
involved are treated as additions to property, plant and
equipment.  Cost of property, plant and equipment disposed of and
the related accumulated depreciation are removed from the related
accounts, and a gain or loss, if any, is recognized.

Goodwill

Goodwill is the excess of the purchase price over the fair value
of the identifiable net assets acquired in business combinations
accounted for as purchases.  Goodwill is amortized on a
straight-line basis over the periods benefited.


Impairment of long-lived assets

The Company evaluates its long-lived assets, including goodwill,
for impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be
recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of any asset to
future net cash flows expected to be generated by the asset.  If
such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets.

Fair value of financial instruments

     The Company has evaluated fair values of its financial
instruments based on the current interest rate environment,
related market values and current pricing of financial
instruments with comparable terms.  The carrying values of
financial instruments are considered to approximate fair value,
except as otherwise indicated in Note 7.

2.   Significant accounting policies (Continued)

Revenue recognition

Revenue associated with the sale of goods has been recognized
upon shipment at which time the benefits of ownership and the
risk of loss passes to the customer.

Income taxes

Income taxes are accounted for under the asset and liability
method.  Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and
tax credit carryforwards.  Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled.  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.  Valuation
allowances are established when it is more likely than not that
some or all of the deferred tax assets will not be realized.

Research and development

Research and development costs are expensed as incurred.


Recent accounting pronouncements

In July 2001, the Financial Accounting Standards Board issued
SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill
and Other Intangible Assets." SFAS No. 141 requires that all
business combinations initiated after June 30, 2001 be accounted
for under the purchase method and addresses the initial
recognition and measurement of goodwill and other intangible
assets acquired in a business combination. In the event the
Company acquires goodwill subsequent to June 30, 2001 it will not
be amortized.  SFAS No. 142 addresses the initial recognition and
measurement of intangible assets and the accounting for goodwill
and other intangible assets subsequent to their acquisition. SFAS
No. 142 provides that intangible assets with finite useful lives
be amortized and that goodwill and intangible assets with
indefinite lives will not be amortized, but will rather be tested
at least annually for impairment. Under the provisions of SFAS
No. 142, any impairment loss identified upon adoption of this
standard is recognized as a cumulative effect of a change in
accounting principle which is charged directly to retained
earnings. Any impairment loss incurred subsequent to initial
adoption of SFAS No. 142 is recorded as a charge to current
period earnings. The Company will adopt SFAS No. 142 on July 1,
2001 and, at that time, will cease amortizing goodwill that
resulted from business combinations completed prior to the
adoption of SFAS No. 141. Goodwill is currently being amortized
at approximately $73,000 annually and will have an expected net
carrying value of approximately $120,000 at the date of adoption
of this standard.

Financial Accounting Standards Board also issued SFAS No. 143,
"Accounting for Asset Retirement Obligations."  The Company has
not yet determined the effect, if any, of this new standard on
its financial statements.

3.   Acquisitions

Effective June 25, 1999, the Company acquired 100% of Iceberg
Industries for total consideration of $3,631,848 based upon a
share for share exchange at a ratio of 1.7 shares of the Company
for each share of Iceberg Industries. At the date of combination,
the Company was a dormant public shell company with no
identifiable assets other than cash.  As such, the reverse
takeover transaction was considered a capital transaction rather
than a business combination.  The purchase price for the Iceberg
Industries' shares was satisfied by the issuance of 1,251,753
common shares and 4,506,106 special common shares of the Company.
The special common shares have voting rights equal to the
Company's common shares and may be exchanged at any time for a
common share of the Company on an equivalent basis.  Accordingly,
they are the economic equivalent of the common shares.

As a result of these transactions, the former shareholders of
Iceberg Industries effectively control the Company through their
share ownership.  Under these circumstances, U.S. GAAP requires
that Iceberg Industries be identified as the accounting acquirer.
Accordingly, the financial statements prior to the acquisition
are those of Iceberg Industries.  Historical shareholder's equity
of the Company has also been retroactively restated for the
equivalent number of shares received in the reverse takeover
transaction.
<PAGE>
<PAGE> Format Change

4.   Property, plant and equipment

     Property, plant and equipment is comprised of the following:

<TABLE>
<S>            <C>            <C>          <C>         <C>         <C>          <C>
                              2001                                    2000
                    ---------------------------------------  -----------------------------
                              Accumulated    Net Book               Accumulated   Net Book
                    Cost      Depreciation   Value       Cost       Depreciation    Value
                    ----      ------------   --------    ----       ------------  --------


     Plant     $   440,773    $ (40,638)   $  400,135  $  451,876  $ (24,563)   $  427,313
     Land           45,752         -           45,752      46,837        -          46,837
     Tank farm     211,555      (38,601)      172,954     216,884    (19,915)      196,969
     Furniture
      and
      equipment  1,232,897     (653,733)      579,164   1,219,089   (339,269)      879,820
     Vehicles       40,865      (29,634)       11,231      41,894    (25,055)       16,839
               ------------   ----------     --------  ----------   ----------  ----------
               $ 1,971,842    $(762,606)   $1,209,236  $1,976,580  $(408,802)   $1,567,778



</TABLE>
<PAGE>
<PAGE> Format Change

5.   Short term borrowings

The Company has a credit facility arrangement with its commercial
Bankers with an operating line of credit of $100,000, bearing
interest at the Bank's prime rate plus 2%.  Prior approval is
obtained from the commercial Banker when this credit facility is
exceeded.  Short term borrowings are secured by a general
assignment of book debts and a charge over inventory.


6.   Due to shareholders

Demand notes payable to shareholders have no set terms of
repayment and bear interest at rates which range between 5% and
10%.  A $300,000 demand loan from one of the shareholders is
secured by an assignment of equipment.  The balance of the notes
are unsecured. 
<PAGE>
7.   Long term debt

                                        2001           2000
                                        ------         -------

     Subordinated convertible debentures,
     bearing interest at U.S. bank
     prime plus 1.5%, interest payable
     on the principal sum outstanding
     on a semi-annual basis, maturing
     June 2002 to October, 2005.
     The debentures are convertible at
     $0.25 to $0.50 for one common share
     and one common share warrant which
     is exercisable at $0.625 within
     18 months of the conversion date.
                                        $761,000     $    -

     Convertible debentures, bearing
     interest at 6%, interest payable
     at maturity, maturing April, 2002.
     The debentures are convertible at
     $0.05822 for one common share.     665,000           -

     Atlantic Canada Opportunities
     Agency, non-interest bearing,
     unsecured debt, repayable in
     monthly installments
     commencing December 2000 and
     maturing 2006                      308,058        338,570

     Subordinated convertible debenture,
     bearing interest at 6%, interest
     payable on the principal sum
     outstanding on a semi-annual basis
     maturing November, 2005.  The
     debenture is convertible at $0.50
     for one common share and one common
     share warrant which is exercisable
     at $0.625 within 18 months of the
     conversion date.                   100,000           -

     Hongkong Bank of Canada, term loan
     bearing interest at prime plus
     3%, repayable in blended monthly
     installments, maturing 2004,
     secured by certain assets of the
     Corporation, and limited
     guarantees of certain
     shareholders                        99,869        126,080

     Trepassey Community Development
     Fund, term loan bearing interest
     at 5%, repayable in blended
     monthly installments, maturing
     2015, secured by certain assets
     of the Corporation                  80,105         83,168

     John Deere Credit, capital lease
     bearing interest at 10.2%,
     repayable in blended monthly
     instalments, maturing
     2004, secured by equipment          40,793         55,526

     Caterpillar Financial Services,
     capital lease bearing interest
     at 8.1%, repayable in blended
     monthly instalments, maturing
     2006, secured by equipment          36,339           -

     Bank of Nova Scotia, term
     loan repair during the year           -            13,830

     Other                                 -             1,497
                                   ------------      -----------
                                      2,091,164        618,671
     Current portion                  1,292,909         96,831
                                   ------------      -----------
                                   $    798,255      $ 521,840
                                   ============      ===========


During the year the Company re-priced the conversion option on
previously issued subordinate convertible debentures from an
exercise price of $0.50 to $0.25 on 2,044,000 shares.  The
trading value of common stock on that date was $0.375.  The
Company recorded $255,500 as a charge to interest expense and as
a credit to additional paid in capital with respect to the
$761,000 convertible debenture.

The Company also recorded a beneficial conversion feature of
$665,000 as a charge to interest expense and as a credit to
additional paid-in capital with respect to the $665,000
convertible debenture.

Principal repayments over the next five years as of June 30, 2001
are as follows:

               Fiscal Year         Amount
               -----------         --------
               2002               $  782,000
               2003                  121,000
               2004                  122,900
               2005                  954,200
               2006                   54,900
               Thereafter             56,164
                                   ---------
               Total              $2,091,164


As noted above, the Company received governmental assistance in
the form of non-interest bearing notes.  In addition, the
Company's long term debt is not subject to any significant
restrictive debt covenants.

The fair value of long term debt has been estimated to be
$2,040,000 and $550,000 at June 30, 2001 and June 30, 2000,
respectively.


8.   Share capital

During the year, authorized common stock was increased from
25,000,000 to 100,000,000 shares.


<PAGE>
9.   Income taxes

The Company has reported its income tax expense in the statement
of operations to include the following components:

                         Year           Year           Six Months
                         Ended          Ended          Ended
                         June           June           June
                         30, 2001       30, 2000       30, 1999
                         -----------    ----------     ----------

     Current tax expense  $   -         $    -         $    -
     Deferred tax benefit   477,048      729,159         649,497
     Valuation allowance   (477,048)    (729,159)       (649,497)
                         -----------    ----------     ----------
                          $   -         $    -         $    -
                         ===========    ==========     ==========



Deferred tax assets are summarized as follows:


                                   June 30,            June 30,
                                   2001                2000
                                   -----------         ----------

     Non-capital losses            $2,206,159         $1,840,944
     Share issue costs                 24,634             38,869
     Property, plant and
      equipment                       140,342            128,362
     Eligible capital
      expenditures                    257,856            143,768
                                   -----------         ----------
                                    2,628,991          2,151,943
     Valuation allowance           (2,628,991)        (2,151,943)
                                   -----------         ----------
                                   $    -              $    -
                                   ===========         ==========


The Company has recorded a full valuation allowance against its
deferred tax assets because it believes it is more likely than
not that sufficient taxable income will not be realized during
the carry forward period to utilize the deferred tax assets.
Realization of the future tax benefits related to the deferred
tax assets is dependent upon many factors, including the
Company's ability to generate taxable income in Canada within the
loss carryforward periods.

For Canadian federal and Newfoundland provincial tax purposes,
the Company's net operating loss carryforwards are subject to
certain limitations on utilization in the event of changes in
ownership.

At June 30, 2001, the Company had accumulated income tax losses
of $5,813,100 available in Canada for carryforward to reduce
taxable income of future years.  The loss carryforwards expire as
follows:

               Fiscal Year              Amount
               -----------         -----------------
               2002                $    293,700
               2003                     474,900
               2004                     160,500
               2005                     963,800
               2006                   1,084,800
               2007                   1,730,400
               2008                   1,105,000
                                   -----------------
               Total               $ 5,813,100


The principal items accounting for the difference between income
taxes computed at the Canadian statutory rate and the provision
for income taxes are as follows:

                              Year           Year      Six Months
                              Ended          Ended     Ended
                              June 30,       June 30,  June 30,
                              2001           2000      1999
                              -----------    --------  ----------

Canadian statutory rate        37.0%          37.0%       37.0%
Amounts not deductible for
  tax purposes                 (1.7)%        (1.4)%      (7.9)%
Eligible capital
  expenditures                 (0.0)%        (0.0)%      (7.3)%
Depreciation                   (8.8)%        (4.3)%      (1.4)%
Operating losses not
  benefitted                  (26.5)%        (31.3)%    (20.4)%
                              -----------    --------   ---------
                                   -              -        -
                              ===========    =========  =========
10.  Commitments and contingencies

As of June 30, 2001, the future minimum lease payments under
non-cancelable operating leases with initial terms of one or more
years are as follows:

                              Amount
                              ----------------
               2002           $    15,100
               2003                 5,400
               2004                 1,300
               2005                   900
               2006                   900
                              ----------------
               Total          $    23,600


Rental expense on office space operating leases was $27,000,
$32,000 and $15,900 during the years ended June 30, 2001 and June
30, 2000 and for the six months ended June 30, 1999 respectively.

Pursuant to a joint venture agreement to harvest glacial water in
Greenland, the Company agreed to fund the construction of docking
facilities in an amount not to exceed $2 million.

The Company is involved in various routine legal proceedings
incidental to the ordinary course of its business.  The Company
believes the outcome of all pending legal proceedings in the
aggregate will not have a material adverse effect on its
financial condition, results of operations, or cash flows.


11.  Loss per share

     Basic loss per share is computed by dividing net loss by the
weighted-average number of shares outstanding during each period.
The weighted-average number of shares prior to the June 25, 1999
reverse takeover transaction disclosed in Note 3 has been
retroactively restated for the equivalent number of shares of
common stock of the Company. The special common shares are
included in the calculation as common shares as they are the
economic equivalent of common shares.  Diluted loss per share is
equivalent to basic loss per share as the inclusion of
outstanding options and warrants would be anti-dilutive.



<PAGE>
12. Stock options

Employee stock options

The Company has a Stock Option Plan (the "Plan"), under which
options to purchase common shares of the Company may be granted
to key employees, including officers and directors.  Options
granted are exercisable within the times determined by the Board
of Directors as specified in each option agreement.  The Company
is authorized to issue 2,390,000 shares under the Plan.  A
summary of the activity under the Plan is set forth below:

                                                  (2001)
                                                  Weighted
                                                  Average
                                   Number         Exercise
                                   of Shares      Price
                                   ----------     ----------

     Outstanding at beginning of
      year (2001)                     600,000     $  0.625
          Granted                   1,690,000     $  0.114
          Exercised                   (80,000)    $  0.240
                                   ----------     ----------
     Outstanding at end of year     2,210,000     $  0.290


                                                  (2000)
                                                  Weighted
                                                  Average
                                   Number         Exercise
                                   of Shares      Price
                                   ----------     ----------

     Outstanding at the beginning
      of year (2000)                     -             -
          Granted                     850,000     $  0.625
          Exercised                  (250,000)    $  0.625
                                   ----------     ----------
     Balance, June 30, 2000          600,000      $  0.625



As of June 30, 2001 there were 940,000 options exercisable at
exercise prices ranging from $0.625 to $0.080, or $0.290 on
average.  The 2,210,000 options have a weighted average remaining
contractual life of 9.7 years.


Share purchase warrants

In June 2000, the Company completed a private placement of
1,000,000 restricted shares of the Company's common stock in
exchange for $500,000.  As part of the offering, the investors
received 1,000,000 share purchase warrants convertible into an
equivalent number of shares of the Company's common stock from
May 1, 2001 to April 30, 2002, at a price per share equal to 140%
of the closing bid for the Company's stock on the last trading
day preceding the date of execution of the agreement.

In September 2000, the Company raised $761,000 as part of a
$5,000,000 subordinated convertible debenture private placement.
These debentures are convertible at $0.25 to $0.50, or $0.299 on
average, for one common share and one share purchase warrant
convertible into one share of the Company's common stock, which
is exercisable at $0.625.  If fully converted, this agreement
would result in the issuance of 2,544,000 shares and 2,544,000
share purchase warrants.


<PAGE>
Share purchase warrants (Continued)

In December 2000 the Company raised $100,000 through a
subordinated convertible debenture private placement.  These
debentures are convertible at $0.50 for one common share and one
share purchase warrant convertible into one share of the
Company's common stock, which is exercisable at $0.625.  If fully
converted, this agreement would result in the issuance of 200,000
shares and 200,000 share purchase warrants.

In February 2001, the Company raised $665,000 through a
convertible debenture private placement.  These debentures are
convertible at $0.05822 into 11,249,737 common shares at the
option of the holder to April, 2002

13. Subsequent event

In August, 2001, the Company raised $100,000 from a shareholder
as an unsecured demand note. This loan has no maturity date and
carries an interest rate of 10%. As part of the arrangement, the
shareholder received 650,000 share purchase warrants.  Each
warrant is convertible into an equivalent number of shares of the
Company's common stock  at $0.15 per share to June 30, 2002.



           Unaudited Consolidated Financial Statements
                       as of June 30, 1999


<PAGE>

         ICEBERG CORPORATION OF AMERICA AND SUBSIDIARIES
                  (a Development Stage Company)

              CONSOLIDATED STATEMENTS OF OPERATIONS
                            UNAUDITED
                            _________
                  (all amounts in U.S. dollars)

<TABLE>
<S>                                          <C>
                                             Year
                                             Ended
                                             June
                                             30, 1999
                                             -----------

Sales                                        $   399,399

Cost of sales                                    465,212
                                             -----------
Gross (loss) profit                              (65,813)
                                             -----------

Operating expenses
     General and administrative                1,345,293
     Research and development                    426,377
     Sales and marketing                         365,038
     Depreciation and amortization               202,822
                                             -----------
                                               2,339,530
                                             -----------
Operating loss                                (2,405,343)
                                             -----------

Other expenses
     Interest and bank charges                    36,797
     Interest on long term debt                   32,826
                                             -----------
                                                  69,623
                                             -----------
Loss before taxes                             (2,474,966)
Income taxes                                         -
                                             -----------
Net loss                                     $(2,474,966)
                                             ===========
Loss per share - basic
     and diluted                             $     (0.46)
                                             ===========
Weighted average common shares -
     basic and diluted                         5,378,414
                                             ===========

</TABLE>
<PAGE>



        ICEBERG CORPORATION OF AMERICA AND SUBSIDIARIES
                 (a Development Stage Company)

             CONSOLIDATED STATEMENTS OF CASH FLOWS
                           UNAUDITED
                           _________
                 (all amounts in U.S. dollars)

<TABLE>
<S>                                          <C>
                                             Year
                                             Ended
                                             June
                                             30, 1999
                                             ------------

Operating activities
  Net loss                                   $ (2,474,966)
  Items not requiring cash:
     Depreciation and amortization                202,822
     Gain on sale of property, plant
      and equipment                                 4,127
                                             ------------
                                               (2,268,017)

Changes in current assets and liabilities
     Increase in accounts receivable              (51,774)
     Increase in inventory                        (55,599)
     Increase in prepaid expenses                 (37,749)
     Increase in accounts payable                 729,277
     Increase in accrued liabilities               17,895
     Decrease in deferred government grants        (5,341)
                                             ------------
Cash used by operating activities              (1,671,308)
                                             ------------

Investing activities
     Purchase of property, plant
      and equipment                            (1,077,350)
     Proceeds from sale of property,
      plant and equipment                           5,866
                                             ------------
                                               (1,071,484)
                                             ------------

Financing activities
     Advances from shareholders                   425,974
     Repayment of advances from shareholders      (24,435)
     Proceeds from issuance of long term debt     532,740
     Repayment of long term debt                  (55,482)
     Net proceeds from issuance of shares       2,137,789
                                             ------------
Cash provided by financing activities           3,016,586
                                             ------------
Effect of exchange rate changes on cash            (1,789)
                                             ------------

Increase (decrease) in cash and cash
     equivalents during the period                272,005

Cash and cash equivalents,
 beginning of period                                1,982
                                             ------------
Cash and cash equivalents,
 end of period                               $    273,987
                                             ============

Supplemental disclosures of cash flow information:

Cash paid for interest                       $     56,531
                                             ============
Cash paid for income taxes                   $        -
                                             ============

</TABLE>
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS



1.   Basis of Presentation

     The accompanying financial statements presented for
     comparative purposes have been prepared by the Corporation
     in accordance with the rules and regulations of the
     Securities and Exchange Commission.  Accounting policies
     utilized in the preparation of financial information herein
     presented are the same as set forth in the Corporation's
     annual financial statements.  Certain disclosures and
     information normally included in financial statements have
     been condensed or omitted.  In the opinion of the management
     of the Corporation, these financial statements contain all
     adjustments (consisting only of normal recurring
     adjustments) necessary for a fair presentation of the
     financial statements.

<PAGE>




                             PART III

Exhibit Index

     The following documents were filed as part of the Company's
Form 10 filing, as amended, and are incorporated herein by
reference.


 3.1      Articles of Incorporation, filed July 3, 1989

 3.2      Amendment to Articles of Incorporation, filed
          November 9, 1998

 3.3      Amendment to Articles of Incorporation, filed
          June 24, 1999

 3.4      Bylaws

10.1      Land Lease for Company Facility at Trepassey,
          commencing July 16, 1992 and extending for 99 years

10.2      Business Development Agreement between Company and
          ATLANTIC CANADA OPPORTUNITY AGENCY, dated
          April 9, 1998

10.3      Grant for $600,000 from Human Resources Development
          of Canada, dated June 23, 1998

10.4      US Food and Drug Administration Permit to test
          market product in United States, issued
          November 6, 1998

10.5      Office Lease for facilities at 16 Forest Road, St.
          Johns, Newfoundland, commencing December 1, 1998

10.6      Purchase Offer for Securities of Iceberg Industries,
          initiated May 3, 1999

10.7      Notice of Change in Purchase Offer for Securities of
          Iceberg Industries, dated May 28, 1999

10.8      Hong Kong Bank Loan Agreement for $249,900, dated
          May 8, 1998, with guarantees

10.9      Permit to Harvest Icebergs, granted by government of
          Newfoundland and Labrador, effective June 17, 1999

10.10     Distribution Agreement with Transtrade
          International, effective August 16, 1999

10.11     Private Placement Contract under Rule 144A for
          $1,500,000, executed July 9, 1999

27        Financial Data Schedule



                            SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.


                  ICEBERG CORPORATION OF AMERICA


Date: September 27, 2001           By: /s/ Paul Benson
                                      Paul Benson,
                                      President & Director

Date: September 27, 2001           By: /s/ Ron Stamp
                                      Ron Stamp,
                                      Vice President & Director

Date: September 27, 2001           By: /s/ Lewis Stoyles
                                      Lewis Stoyles,
                                      Vice President & Director