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

(Mark One)

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES AND EXCHANGE ACT OF 1934 for the Quarterly
          period ended March 31, 2001

                                OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934 for the transition
          period from _______ to _______.


                  Commission File 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.)


     P.O. Box 8251, St. John's, Newfoundland, Canada A1B 3N4
             (Address of principal executive offices)

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


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 [ ]

    As of March 31, 2001:  7,072,951 shares of Common Stock
and,3,909,989 shares of Special Common Stock were issued and
outstanding.

<PAGE>

     TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT


Part I.   Financial Information
-------
Item 1.   Financial Statements (unaudited)

Item 2.   Managements Discussion and Analysis or Plan of
          Operation


Part II.  Other Information
--------
Item 1.   Legal Proceedings

Item 2.   Changes in Securities

Item 3.   Defaults upon Senior Securities

Item 4.   Submission of Matters to a Vote of Security holders

Item 5.   Other Information

Item 6.   Exhibits and reports on form 8-K

          SIGNATURES



                              PART I

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>

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

                                 CONSOLIDATED BALANCE SHEETS
                                         (UNAUDITED)
                                          _________
                                (all amounts in U.S. dollars)


<S>                                                         <C>            <C>
                                                            March 31,      June 30,
                                                            2001           2000
ASSETS
Current assets
  Cash and cash equivalents                             $    124,593     $   30,417
  Trade accounts receivable, less allowance
    for doubtful accounts of $8,306, and $10,500,
    respectively                                             160,319        155,135
  Inventory                                                  584,020        581,624
  Prepaid expenses                                            39,580         47,587
                                                            ---------      ---------
Total current assets                                         908,512        814,763

Property, plant and equipment, net                         1,330,638      1,567,778
Goodwill                                                     154,205        193,641
                                                            ---------      ---------
Total assets                                            $  2,393,355     $2,576,182
                                                            =========      =========

LIABILITIES
Current liabilities
  Short term borrowings                                 $     85,730     $  138,331
  Accounts payable                                           647,041      1,048,088
  Accrued liabilities                                        193,651         62,243
  Due to shareholders                                        603,037        610,847
  Current portion of long term debt                           58,618         96,831
                                                            ---------      ---------
Total current liabilities                                  1,588,077      1,956,340

Long term debt                                             1,982,191        521,840
                                                            ---------      ---------
Total liabilities                                          3,570,268      2,478,180
                                                            ---------      ---------


SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, $.0001 par value; 100,000,000 shares
  authorized, 7,072,951 and 6,444,250 shares issued
  and outstanding in 2001 and 2000 respectively                  707            644
Special common shares, $.0001 par value; 5,000,000
  shares authorized, 3,909,989 and 4,454,690 shares
  issued and outstanding in 2001 and 2000 respectively           391            445
Additional paid-in capital                                 6,880,214      6,004,870
Deficit accumulated during the development stage          (8,035,009)    (5,930,665)
Accumulated other comprehensive income                       (23,216)        22,708
                                                            ---------      ---------
Total shareholders' equity (deficit)                      (1,176,913)        98,002
                                                            ---------      ---------
Total liabilities and shareholders' equity(deficit)      $-2,393,355    $ 2,576,182
                                                            =========      =========


</TABLE>
<PAGE>

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

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


<S>                                <C>                 <C>            <C>
                                   From
                                   July 22, 1996       Nine Months    Three Months
                                   (Date of            Ended          Ended
                                   Inception) to       March 31,      March 31,
                                   March 31, 2001      2001           2001


Sales                              $ 1,741,358         $   546,778    $   107,748

Cost of sales                        1,516,064             397,113         83,220
                                   -----------         -----------    -----------
Gross profit                           225,294             149,665         24,528
                                   -----------         -----------    -----------

Operating expenses
  General and administrative         3,519,807             561,760        210,164
  Research and development             933,442              34,283              -
  Sales and marketing                1,731,008             360,017         92,710
  Depreciation and amortization        782,767             194,012         64,317
                                   -----------         -----------    -----------
                                     6,967,024           1,150,072        367,191
                                   -----------         -----------    -----------
Operating loss                      (6,741,730)         (1,000,407)      (342,663)
                                   -----------         -----------    -----------
Other expenses
  Interest and bank charges            104,844              13,363          4,628
  Interest on long term debt         1,188,435           1,090,574        995,651
                                   -----------         -----------    -----------
                                     1,293,279           1,103,937      1,000,279
                                   -----------         -----------    -----------
Loss before taxes                   (8,035,009)         (2,104,344)    (1,342,942)
Income taxes                                 -                   -              -
                                   -----------         -----------    -----------

Net loss                           $(8,035,009)        $(2,104,344)   $(1,342,942)
                                   ===========         ===========    ===========

Loss per share - basic
     and diluted                   $    (1.60)         $    (0.19)    $    (0.12)
                                   ===========         ===========    ===========

Weighted average common shares -
     basic and diluted               5,006,921          10,878,544     10,838,184
                                   ===========         ===========    ===========


</TABLE>
<PAGE>

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

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


<S>                                <C>                 <C>            <C>
                                   From
                                   July 22, 1996       Nine Months    Three Months
                                   (Date of            Ended          Ended
                                   Inception) to       March 31,      March 31,
                                   March 31, 2001      2000           2000


Sales                              $ 1,741,358         $   518,327    $   190,829

Cost of sales                        1,516,064             346,126        137,149
                                   -----------         -----------    -----------
Gross profit                           225,294             172,201         53,680
                                   -----------         -----------    -----------

Operating expenses
  General and administrative         3,519,807             941,573        248,203
  Research and development             933,442             139,386         45,981
  Sales and marketing                1,731,008             550,480        173,557
  Depreciation and amortization        782,767             249,359         83,385
                                   -----------         -----------    -----------
                                     6,967,024           1,880,798        551,126
                                   -----------         -----------    -----------
Operating loss                      (6,741,730)         (1,708,597)      (497,446)
                                   -----------         -----------    -----------
Other expenses
  Interest and bank charges            104,844              16,477          3,758
  Interest on long term debt         1,188,435              29,047         10,860
                                   -----------         -----------    -----------
                                     1,293,279              45,524         14,618
                                   -----------         -----------    -----------
Loss before taxes                   (8,035,009)         (1,754,121)      (512,064)
Income taxes                                 -                   -              -
                                   -----------         -----------    -----------

Net loss                           $(8,035,009)        $(1,754,121)   $  (512,064)
                                   ===========         ===========    ===========

Loss per share - basic
     and diluted                   $    (1.60)         $    (0.19)    $    (0.05)
                                   ===========         ===========    ===========

Weighted average common shares -
     basic and diluted               5,006,921           9,210,899      9,391,191
                                   ===========         ===========    ===========


</TABLE>
<PAGE>

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

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



<S>                                <C>                 <C>            <C>
                                   From
                                   July 22, 1996       Nine Months    Nine Months
                                   (Date of            Ended          Ended
                                   Inception) to       March 31,      March 31,
                                   March 31, 2001      2001           2000

Operating activities
  Net loss                         $(8,035,009)        $(2,104,344)   $(1,754,121)
  Items not requiring cash:
    Depreciation and amortization      782,767             194,012        249,359
    Interest Expense                   910,500             910,500            -
    Gain on sale of property,
    plant and equipment                (29,195)                -              -

Changes in current assets
  and liabilities
  Decrease (increase) in
  accounts receivable                  (24,618)             60,400         (9,878)
  Increase in inventory               (430,504)            (40,775)      (260,294)
  Decrease (increase) in
  prepaid expenses                     (13,074)              5,217        (11,556)
  Increase (decrease) in
    accounts payable                   264,707            (356,503)       (39,272)
  Increase in
    accrued liabilities                202,016             139,883         10,764
                                   -----------         -----------    -----------

Cash used by operating activities   (6,372,410)         (1,191,610)    (1,814,998)
                                   -----------         -----------    -----------

Investing activities
  Purchase of property, plant
   and equipment                    (1,770,616)            (21,573)      (137,961)
  Proceeds from sale of property,
   plant and equipment                  78,007                 -              -
  Acquisition of subsidiary                 (1)                -              -
                                   -----------         -----------    -----------

Cash used by investing activities   (1,692,610)            (21,573)      (137,961)
                                   -----------         -----------    -----------

Financing activities
  Proceeds from (repayments of)
   short term borrowings               107,896             (45,738)       112,626
  Advances from third parties          259,870                 -              -
  Repayment of advances from
   third parties                      (579,733)            (63,703)           -
  Advances from shareholders - net     604,117              (6,891)       (36,067)
  Proceeds from issuance of
   long term debt                    2,384,694           1,516,000         36,419
  Repayment of long term debt         (554,668)            (57,145)       (42,624)
  Net proceeds from issuance
   of shares                         5,970,812             (35,147)     1,625,000
                                   -----------         -----------    -----------

Cash provided by financing
 activities                          8,192,988           1,307,376      1,695,354
                                   -----------         -----------    -----------
Effect of exchange rate
 changes on cash                        (3,375)                (17)        (3,620)
                                   -----------         -----------    -----------

Increase(decrease) in cash and cash
 equivalents during the period         124,593              94,176       (261,225)

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

Cash and cash equivalents,
 end of period                     $   124,593         $   124,593    $    12,762
                                   ===========         ===========    ===========
Supplemental disclosures of
 cash flow information:

Cash paid for interest             $   382,779         $   193,437    $    45,524
                                   ===========         ===========    ===========

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


</TABLE>

<PAGE>
<PAGE>

        ICEBERG CORPORATION OF AMERICA AND SUBSIDIARIES

       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                          (UNAUDITED)

                 (All amounts in U.S. dollars)



1. Basis of presentation

The accompanying interim financial statements have been prepared
by the Company in accordance with generally accepted accounting
principles in the United States of America and with the rules and
regulations of the Securities and Exchange Commission for interim
reporting.  Accounting policies utilized in the preparation of
financial information herein presented are the same as set forth
in the Company'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 Company, these financial statements contain all
adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the interim financial
statements.  Interim results of operations are not necessarily
indicative of the results of operations for the full year.

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 $8,035,009 at March 31, 2001.  The Corporation expects to
incur further development costs to continue its product
development and marketing initiatives.  The Company's working
capital deficiency at March 31, 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 assurances can be given that the Company will be successful in
raising sufficient additional capital or entering into business
alliances, which will enable it to achieve profitability or
positive cash flow.


2.   Inventories

Inventories consist of the following:

                              March 31,      June 30,
                              2001           2000
                             ---------       ---------

Raw materials                 $303,324        $255,154
Finished goods                 295,567         326,470
                             ---------       ---------
                               598,891         581,624
Less reserve                   (14,871)              -
                             ---------       ---------
                              $584,020        $581,624
                             =========       =========


3.   Property, plant and equipment

Property, plant and equipment consist of the following:

                                   March 31,      June 30,
                                   2001           2000
                                  ---------      ---------

Plant                              $423,353       $451,876
Land                                 43,944         46,837
Tank farm                           203,194        216,884
Furniture and equipment           1,162,609      1,219,089
Vehicles                             39,250         41,894
                                  ---------      ---------
                                  1,872,350      1,976,580
Less accumulated depreciation      (541,712)      (408,802)
                                  ---------      ---------
                                 $1,330,638     $1,567,778
                                  =========      =========


4.   Long term debt

In February 2001, the Company raised $655,000 through a
convertible debenture private placement.  These debentures will
mature on April 30, 2002, carry an interest rate of 6% and are
convertible to 11,249,737 common stock at the option of the
holder at any time.  In connection with this debenture, the
Company recorded a beneficial conversion feature of $655,000 as a
charge to interest expense and as a credit to additional paid-in
capital.

On January 31, 2001 the Company re-priced the conversion option
on previously issued 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.

5. Share capital

During the period, 180,000 options were converted into common
stock of the Company. There were also 4,000 common stock issued
from treasury.

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

6. Stock options

During the period, the Company granted 400,000 stock options with
an exercise price of $0.24 per share and an exercise period of 10
years.  The exercise price is equal to the trading price of the
stock at the date the options were granted.


<PAGE>


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
produce finished product; competition and competitive pressures
on pricing; availability, cost and terms of debt or equity
financing; and economic conditions in the United States and other
regions served.

     During the nine-month period the Company continued its
efforts to penetrate various markets in the United States of
America and elsewhere in the world. This process has taken much
longer than originally anticipated and with limited cash flow
from sales the Company will have difficulty meeting its original
sales and earnings projections. Recent efforts by management have
involved setting up a new Advisory Board in the United States of
America.  The Advisory Board will be chaired by Mr. Charles L.
Jarvie, currently chairman, Host Communications/Streetball
International Inc.; former President/CEO of Schenley Industries
Inc.; former president Fidelity Investments Marketing Corp.;
former President Dr. Pepper Company and former group Vice
president of the Procter & Gamble Company. Mr. Jarvie plans to
invite members to this Board who have relevant experience in the
various industries where our Company will be operating.

     This Advisory Board will assist the Company in the
formulation of its marketing strategy to enable it to capture a
larger share of the US market for its spirits, water, beer and
other potential products.  The new board will assist the Board of
Directors in its presentations to raise the necessary financing
to implement proper marketing plans for each of these beverage
segments.  In addition, the Company will investigate the
distribution channels for these beverages and seek joint-venture
partners where appropriate to assist the Company in reaching its
sales targets.

The Advisory Board now has two additional members:

     C. Anthony Wainwright, Vice Chairman of McKinney & Silver
Inc. (a marchFIRST company) and formerly Chairman, Compton
partners, Saatchi & Saatchi of New York.

     Martin Golman, who had a distinguished career in the spirits
industry in the United States and presently a partner in a Dallas
based insurance company specializing in financial services.

     These new members will assist Mr. Jarvie as the Company
completes its new business and marketing plan.

     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 investments
in U.S. dollars, there has been minimal activity denominated in
foreign currency through March 31, 2001.  Therefore, there is no
material currency risk or exposure to the Company in the period
to March 31, 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 $23,216 to March 31, 2001.  During the third
quarter of fiscal 2001, the Company issued convertible debentures
for proceeds of US $ 655,000.  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 finance ongoing operations, the development of
the new marketing plan and additional product research and
development, the Company raised $655,000 through the issuance of
convertible debentures during the three month period ended March
31,2001. The Company is continuing its strategy of funding
development through additional equity financing.  These funds
will be used to manage working capital requirements and to
develop new business plans with the related financing for the
water, spirits and beer business in the United States of America.

     The Company reports sales of $546,778 and $518,327 for the
nine months ended March 31, 2001, and the nine months ended March
31, 2000, respectively.  These sales represent revenue from
bottling spring water and iceberg water and minimal revenue from
beer sales. Sales have increased by 5.5% over the same period
last year with management's anticipation that the next quarter
will see consistent sales volumes for each of these products.
Management continues to focus its energies on product
development, market research and market development, which
includes the formation of alliances in various geographical areas
as well as investigating the establishment of new subsidiaries in
the US to attract a larger share of the US beverage market.

     General and administration expenses have decreased in the
nine-month period ended March 31, 2001 to $561,760, as compared
with $941,573 for the nine-month period ended March 31, 2000. The
company was more active during the recent nine-month period but
managed to reduce some of its managerial and administration
staff for a savings of approximately $63,000.  In addition, the
reduced need for services in the legal and auditing areas
contributed an additional savings of approximately $98000.
Overall, general and administrative expenses decreased by 40%.

     Research and development expenses decreased in the
nine-month period ended March 31, 2001 to $34,283 compared to
$139,386 for the nine-month period ended March 31, 2000.  Our
production facility became operational in July 1999.  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 nine-month period had
less need for these types of expenditures, and as a result, these
expenses were reduced by 25%.

     Sales and Marketing expenses decreased in the nine-month
period ended March 31, 2001 to $360,017 as compared with $550,480
for the nine-month period ended March 31, 2000.  This decrease is
a result less work being done on label design and related
marketing expenses.  In addition, certain expenses and sales
commissions relating to US sales were discontinued during the
period.  Overall, expenses were reduced by 35%.

     Depreciation and Amortization decreased in the nine-month
period ended March 31, 2001 to $194,012 compared with $249,359
for the nine-month period ended March 31, 2000.  This decrease
results from the reduced fixed asset additions where depreciation
is recorded on the declining balance basis.

     Interest and bank charges increased in the nine-month period
ended March 31, 2001 to $1,103,937 compared with $45,524 for the
nine-month period ended March 31, 2000.  The net increase of
$1,058,413 comprised of a decrease in short-term interest expense
of $3,114 and an increase in long-term interest expense of
$1,061,527. The increase in long-term interest expense resulted
from interest charges on the issuance of convertible debentures
in the accumulated amount of $1,516,000.  In addition, an amount
of $910,500 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 the 10% convertible debentures.

     Net loss for the nine months ending March 31, 2001 was
$2,104,344 ($0.19 per share) compared to $1,754,121 ($0.19 per
share) for the nine months ending March 31, 2000. The Company has
incurred significant operating losses since its inception and has
an accumulated deficit of $8,035,009 at March 31, 2001.  The
Company expects to incur further development costs to continue
its product development and marketing efforts, and the Company's
working capital at March 31, 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.

     In addition to the anticipation of increasing sales in the
fourth quarter, 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
fourth quarter of fiscal year 2001 and first quarter of fiscal
year 2002 to sustain the Company's projected ongoing losses.  The
Company also intends to enter into distribution agreements for
its products in Canada and Europe, shifting marketing costs to
the distributors, and thereby increasing its delivery of product
through existing channels without commensurate increases in
overhead.

     In addition, as stated earlier, the Company will consider
establishing new marketing subsidiaries in the US to be guided by
a new experienced Advisory Board.  These subsidiaries will be
funded independently which will enable them to enter into supply
agreements with the Company. These agreements will enable the
Company to increase its activities with a secure destination for
the sale of its various products. Notwithstanding the foregoing,
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
funds to cover its operating costs.

     The Company has issued convertible debentures for proceeds
of $655,000 in the third quarter of fiscal 2001.  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 debenture documents to raise this $655,000. This
amount will be used to fund working capital needs and the
formulation of the new US business plans described earlier in
this document. Capital commitments for the year ended June 30,
2001, are estimated at $545,000 and these additional funds will
be sufficient to meet the Company's 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
and debenture holders who are interested in the viability of the
Company.  Atlantic Canada Opportunities Agency and the Trepassey
Community Development Fund are owed a total of $381,000 and the
directors and officers are owed $603,037.  If the company
experiences shortages, it may be possible to renegotiate terms of
repayment with the Government agencies and a complete deferral
with officers and directors.  The debenture holders are owed an
amount of $1,516,000 which is represented by convertible
debentures at interest rates of 6%-10%.  These debentures are
convertible into common shares at prices of $0.058-$0.50 per
share and share unit(share plus warrant) and represent an
incentive for these debenture holders to convert to shares.


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 icebergs 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, 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.

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 have contractual restrictions on its ability to
incur debt and sell treasury shares and, accordingly, the Company
may be unable to finance its operations.  Any such indebtedness
could contain covenants, which could 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.



                   PART II -- OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     NONE


ITEM 2.  CHANGES IN SECURITIES

     In January 2001, the Company completed a private placement
under Rule 506 of Regulation D whereby it issued convertible
debentures in exchange for  655,000 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 $.058 per share.

     During the period, 180,000 options were converted into
common stock of the Company resulting in the issuance of 180,000
common shares. There were also 4,000 shares of common stock
issued from treasury for services rendered.

     During the period, authorized common stock was increased to
100,000,000 from 25,000,000 (see exhibit 3.5).



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     NONE


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     NONE


ITEM 5.  OTHER INFORMATION

     NONE


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 3.5    Amendment to Articles of Incorporation (1)

     (1)       Incorporated by reference to the Company's
               Schedule 14C (Information Statement) Dated January
               25, 2001


                            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: May 15, 2001                 By: /s/ Paul Benson
                                       Paul Benson,
                                       President & Director

Date: May 15, 2001                 By: /s/ Lewis Stoyles
                                       Lewis Stoyles,
                                       Vice President & Director

Date: May 15, 2001                 By: /s/ John Kleinert
                                       John Kleinert,
                                       Director