================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

New  York                                   11-3329510
--------                                    ---------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
  incorporation  or  organization)

                               535 Wortman Avenue
                            Brooklyn, New York 11208
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                         Commission File No.:  000-26155

                   Consulting Agreement and other compensation
                                -----------------
                            (Full title of the plan)

                              Joe Aslan, President
                               535 Wortman Avenue
                            Brooklyn, New York 11208
                        ---------------------------------
                     (Name and address of agent for service)

                                 (718) 746-3585
                          ----------------------------
          (Telephone number, including area code, of agent for service)

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


                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                        Proposed           Proposed
Title  of               Amount          Maximum            Maximum            Amount  of
Securities  to          to  be          Offering           Price Aggregate    Registration
Be  Registered          Registered      Per  Share (1)     Offering Price(1)  Fee
----------------       -----------    -----------------   ------------------  -----------
<S>                       <C>             <C>               <C>                  <C>
Common  Stock,          1,020,000         $0.25            $255,000           $67.32
par  value  $.0001
per  share
-----------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock,  as  reported  by  the  OTC  Bulletin  Board,  on  March  12,  2002
-----------------------------------------------------------------------------
================================================================================

</TABLE>
<PAGE>

EXPLANATORY  NOTE
----------------

In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
        -----------------------------------------------

     The  following  documents  previously filed with the Commission pursuant to
the  1934  Act  are  hereby  incorporated  in  this  prospectus  by  reference:

     1.     Icy  Splash Food and Beverage, Inc.'s Annual Report on Form 10-KS
for the  year  ended  December  31,  2000;

     2.     Icy Splash Food and Beverage, Inc.'s Quarterly Report on Form 10-QSB
for  the  quarter  ended  September  30,  2001;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  September  5,  1997.

     All  documents  filed  by  Icy  Splash Food and Beverage, Inc., pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
prospectus  and prior to the termination of this offering, shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference  shall  be modified or superseded by any information contained in this
prospectus  or  in  any  other  document  filed later with the Commission, which
modifies  or  supersedes  such information.  Any information that is modified or
superseded shall become a part of this prospectus as the information has been so
modified  or  superseded.

     We  will  provide  without  charge  to  each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that  has  been  incorporated  by reference in this prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference  into  such  documents).  Please  direct  such  requests to Joe Aslan,
President,  535  Wortman  Avenue,  Brooklyn,  New  York  11208  (718)  746-3585.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration  Statement  and  prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.


<PAGE>
     Any  statement  contained  in  any  document  incorporated  or deemed to be
incorporated  by  reference  herein shall be deemed to be modified or superseded
for  purposes  of  this  Registration  Statement  to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  modified  or  superseded,  to constitute a part of this Registration
Statement.


ITEM  4.  DESCRIPTION  OF  SECURITIES
        -------------------------

     Not  applicable.


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
        --------------------------------------

     Not  Applicable


ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
        -----------------------------------------

     We  are  a New York corporation.  Our Certificate of Incorporation contains
certain  provisions  permitted  under the New York Business Corporation Law (the
"B.C.L.")  relating  to  the  liability of directors. The provisions eliminate a
director's liability for monetary damages for a breach of fiduciary duty, except
in  certain  circumstances  involving  wrongful  acts,  such  as the breach of a
director's  duty  of  loyalty  or  acts  or  omissions which involve intentional
misconduct  or a knowing violation of law. Our Certificate of Incorporation also
contains  provisions  obligating  the  Company  to  indemnify  its directors and
officers  to  the  fullest  extent  permitted  by  the  B.C.L.

     Such  indemnification  provisions  are  intended to increase the protection
provided  to  directors  and,  thus,  increase our ability to attract and retain
qualified  persons  to serve as directors. Because directors liability insurance
is  only  available  at considerable cost and with low dollar limits of coverage
and  broad policy exclusions, we do not currently maintain a liability insurance
policy for the benefit of our directors, although we may attempt to acquire such
insurance  in the future. We believe that the substantial increase in the number
of  lawsuits  being threatened or filed against corporations and their directors
and  the  general  unavailability  of  directors  liability insurance to provide
protection  against the increased risk of personal liability resulting from such
lawsuits  have combined to result in a growing reluctance on the part of capable
persons to serve as members of boards of directors of companies, particularly of
companies  which  intend  to  become  public companies. We also believe that the
increased  risk  of  personal  liability  without  adequate  insurance  or other
indemnity  protection  for  our  directors could result in overcautious and less
effective  direction  and  management  of Icy Splash. Although no directors have
resigned  or  have  threatened  to  resign as a result of our failure to provide
insurance  or other indemnity protection from liability, it is uncertain whether
our  directors would continue to serve in such capacities if improved protection
from  liability  were  not  provided.

<PAGE>

     The  provisions  affecting  personal liability do not abrogate a director's
fiduciary  duty  to  Icy  Splash  and  its shareholders, but eliminates personal
liability  for  monetary damages for breach of that duty. The provisions do not,
however,  eliminate  or  limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
loyalty  (which  is  generally  described  as  the  duty  not  to  engage in any
transaction  which  involves  a conflict between the interest of the Company and
those  of  the  director)  or for violations of the federal securities laws. The
provisions  also  limit  or  indemnify  against liability resulting from grossly
negligent  decisions  including grossly negligent business decisions relating to
attempts  to  change  control  of  the  Company.

     The  provisions regarding indemnification provide, in essence, that we will
indemnify our directors against expenses (including attorney's fees), judgments,
fines  and  amounts  paid  in  settlement  actually  and  reasonably incurred in
connection  with  any  action,  suit or proceeding arising out of the director's
status as a director of Icy Splash, including actions brought by or on behalf of
the  Company  (shareholder  derivative actions). The provisions do not require a
showing  of  good  faith.  Moreover,  they  do  not  provide indemnification for
liability  arising  out  of  willful  misconduct,  fraud,  or  dishonesty,  for
"short-swing"  profits  violations under the federal securities laws, or for the
receipt  of  illegal  remuneration.  The  provisions  also  do  not  provide
indemnification  for  any  liability  to the extent such liability is covered by
insurance.  One purpose of the provisions is to supplement the coverage provided
by such insurance. However, as mentioned above, we do not currently provide such
insurance  to our directors, and there is no guarantee that we will provide such
insurance to our directors in the near future, although we may attempt to obtain
such  insurance.

     These  provisions  diminish  the  potential  rights  of  action which might
otherwise be available to shareholders by limiting the liability of officers and
directors  to  the  maximum extent allowable under New York law and by affording
indemnification  against  most damages and settlement amounts paid by a director
of  the  Company  in connection with any shareholder derivative action. However,
the  provisions do not have the effect of limiting the right of a shareholder to
enjoin  a  director  from  taking actions in breach of his fiduciary duty, or to
cause  the  Company  to  rescind  actions already taken, although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken. Also, because we do not presently
have  directors  liability  insurance  and because there is no assurance that we
will retain such insurance or that if such insurance is procured it will provide
coverage  to  the  extent directors would be indemnified under the provision, we
may  be forced to bear a portion or all of the cost of the director's claims for
indemnification  under  such  provisions.  If we are forced to bear the cost for
indemnification,  the  value  of  our  stock  may  be  adversely  affected.


<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act, may
be  permitted  to  directors,  officers  and  controlling  persons of Icy Splash
pursuant  to the foregoing provisions, or otherwise, Icy Splash has been advised
that  such  indemnification, in the opinion of the Commission, is against public
policy  as  expressed  in  the  Securities Act and is, therefore, unenforceable.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
        -----------------------------------

         Not  applicable


ITEM  8.  EXHIBITS.
        --------

3.1     Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2     By-laws  of  the  Company,  as  amended  (1)
5.1     Opinion  of  Michael  S.  Krome,  Esq.
10.1    Consulting  Agreement  between  Icy Splash Food and Beverage, Inc., and
        Pinnacle  Capital  Services,  LLC,  dated  February  19,  2002
23.1    Consent  of  Lazar  Levine  &  Felix,  LLP,  Independent  Auditor
24.1    Consent  of  Michael  S.  Krome,  Esq.(included  in  Exhibit  5.1)

(1)     Incorporated  by  reference  from  the  Company's Amended Report on Form
SB-2,  filed with the Commission on January 14, 2000, and as amended thereafter,
and  incorporated  herein  by  reference.

ITEM  9.  UNDERTAKINGS.

         The  undersigned  the  Company  hereby  undertakes:
         (a)(1)  To  file,  during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:
<PAGE>
(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933  (the  "Securities  Act");
          (ii)     To  reflect  in  the  prospectus  any facts or events arising
after  the  effective  date  of  the  registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represents a fundamental change in the information set forth in the registration
statement;
          (iii)  To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.

          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs  is  contained  in  periodic  reports filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by  reference  in  the  registration  statement.
          (2)  That,  for  the  purpose  of  determining any liability under the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.
     (b)  The  undersigned  the  Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that  in  the  opinion  of  the Securities and Exchange Commission such
indemnification  is  against  pubic  policy  as  expressed  in  the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Company  will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

<PAGE>
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  hereunto duly
authorized,  in  the County of Brooklyn, City and State of New York on March 12,
2002.
                                   Icy  Splash  Food  and  Beverage,  Inc.

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

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Joseph Aslan, his attorney-in-fact and agent, with full
power  of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file  the  same,  with  all  exhibits thereto, and other documents in connection
therewith,  with  the  Securities  and  Exchange  Commission, granting unto said
attorney-in-fact  and  agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises,  as  fully  to  all  intents  and  purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that said attorney-in-fact and
agent,  or his substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

         Pursuant  to  the  requirements  of  the  Securities  Act of 1933, this
Registration  Statement  has  been  signed below by the following persons in the
capacities  and  on  the  date  indicated:

Signature                  Title                               Date
----------                 -----                               ----
(1)  Principal  Executive
/s/     Joseph  Aslan      President  and  Director              March  12, 2002
-------------------
     Joseph  Aslan

(2)  Directors

/s/ Charles Tokarz        Chief Financial Officer, Treasurer     March 12, 2002
-------------------               and  Director
     Charles  Tokarz

/s/  Sy  Aslan            Directors                              March 12, 2002
-------------------
     Sy  Aslan


<PAGE>


EXHIBIT  INDEX
EXHIBIT
NUMBER                  DESCRIPTION
-------                 -----------

3.1     Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2     By-laws  of  the  Company,  as  amended  (1)
5.2     Opinion  of  Michael  S.  Krome,  Esq.
10.1    Consulting  Agreement  between  Icy Splash Food and Beverage, Inc., and
        Pinnacle  Capital  Services,  LLC,  dated  February  19,  2002
23.1    Consent  of  Lazar  Levine  &  Felix,  LLP,  Independent  Auditor
24.2    Consent  of  Michael  S.  Krome,  Esq.(included  in  Exhibit  5.1)

(1)     Incorporated  by  reference  from  the  Company's Amended Report on Form
SB-2,  filed with the Commission on January 14, 2000, and as amended thereafter,
and  incorporated  herein  by  reference.



<PAGE>
OPINION  OF  MICHAEL  S.  KROME
Exhibit  5.1



                             MICHAEL S. KROME, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York  11755
                                 (631) 737-8381


                                                            March  12,  2002


Board  of  Directors
Icy  Splash  Food  and  Beverage,  Inc.
535  Wortman  Avenue
Brooklyn,  New  York  11208

Dear  Sirs:

     You have requested an opinion with respect to certain matters in connection
with  the  filing  by  Icy  Splash Food and Beverage, Inc., (the "Company") of a
Registration  Statement  on  Form  S-8  (the  "Registration Statement") with the
Securities  and  Exchange  Commission,  covering  the  registration of 1,020,000
shares,  par  value  $0.001  per  share (the "Shares"), for issuance pursuant to
various  agreements  between the Company and the holders of the shares specified
below.

     The  shares  to  be  covered  by  the  Form  S-8  are  issued pursuant to a
Consulting  Agreement between the Company and Pinnacle Capital LLC.  Pursuant to
said  agreement, that shares are to be issued o specific individuals in exchange
for certain services to be performed by Pinnacle Capital LLC to the Company, and
issued  as  follows:

1.     115,000  shares  in  the  name  of  Don  Quarterman;  and
2.     115,000  shares  in  the  name  of  Christopher  D.  Gilcher.

     In  addition,  the  following  shares  are  being  issued  as  payment  for
compensation  to the following individuals for services rendered to the Company.

1.     200,000  shares  in  the  name  of  Sy  Aslan;
2.     110,000  shares  in  the  name  of  Yifat  Aslan;
3.     80,000  shares  in  the  name  of  Charles  Tokarz;  and
4.     300,000  shares  in  the  name  of  Joseph  Aslan;
5.     50,000  shares  in  the  name  of  Don  Quarterman;  and
6.     50,000  shares  in  the  name  of  Christopher  D.  Gilcher.

     In  connection  with  this  opinion,  we  have examined and relied upon the
Company's  Certificate of Incorporation and By-Laws, the Minutes of the Meetings
of  the  Board  of Directors of the Company as well as the originals and copies,
certified to my satisfaction, of such records, documents certificates, memoranda
and  other  instruments as in my judgment are necessary or appropriate to enable
me  to render the opinion contained herein.  We have assumed the genuineness and
authenticity  of  all  documents  submitted  as originals, the conformity to the
originals  of  all  documents  submitted  to  me  as  copies thereof and the due
execution,  delivery  or  filing of documents, where such execution, delivery or
filling  are  a  prerequisite  to  the  effectiveness  thereof.

     We  have  also  reviewed  the  previous filings of the Company, and for the
purposes  of  this  opinion  have relied upon the representations of the Company
that  it  is  current  in its filings and that the filings are true and accurate
representations  of  the state of the Company when the documents were filed.  In
addition,  it  has  been represented by the shareholders being issued shares and
states  in any agreements, that none of the shares are being issued for services
in  connection  with  any offer or sale of securities in a capital raising or to
directly  or  indirectly  maintain  a  market  for the securities of the Company

     On  the  basis  of  the  foregoing,  and in reliance thereon, we are of the
opinion  that  the  Shares,  when  issued  in  accordance  with the Registration
Statement  and  the Consulting Agreement, or Retainer Agreement, will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and  do  not  need  to  bear  a  restrictive  legend  upon  them.

     We  consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very  truly  yours,

                                        /s/ Michael S. Krome
                                        Michael  S.  Krome



<PAGE>
Exhibit  10.1
                                                [GRAPHIC OMITED]


                                                [GRAPHIC OMITED]



             3837 Northdale Blvd.  Suite 303  Tampa  Florida  33624
                Telephone: 813.496.9192  Facsimile: 813.496.9292
                                 www.pcsllc.com
                                 --------------


February  19,  2002

Joseph  Aslan
President
Icy  Splash  Food  &  Beverage,  Inc.
915  166th  Street,  Suite  5B
Whitestone,  NY  11357

Dear  Mr.  Aslan:

The  purpose of this letter is to set forth the terms and conditions under which
Pinnacle  Capital  Services,  LLC  ("PCS")  agrees  to  serve  Icy Splash Food &
Beverage, Inc. and/or its owners, shareholders and affiliates (collectively, the
"Company")  as  consultant.  PCS  and  the  Company  agree  to  the  following:

1.     SERVICES.  PCS  shall  use  its  best  efforts  to  perform the following
services:  (a)  become familiar with the business and operations of the Company,
and  review  and analyze the Company's formal and informal financial, strategic,
and  business  plans;  (b) in conjunction with the Company, prepare and update a
formal  business  plan along with the appropriate financial projections; and (c)
perform  other  services  as may be reasonably requested by the Company that are
within  the  normal  scope  of  operations  of  PCS.

PCS  has represented to the Company that the services for which these shares are
being  issued  are  not  in connection with any offer or sale of securities in a
capital  raising  transaction and PCS will not directly or indirectly promote or
maintain  a  market  for  the  securities  of  the  Company.

2.     TERM.  This Agreement shall be in effect for six (6) months from the date
of acceptance by the Company, and continue thereafter until terminated by either
party  upon  thirty  (30)  days'  prior  written  notice.

3.     FEES.  The  Company  shall pay the representatives of PCS a due diligence
fee  of  330,000  shares  of free trading stock in the Company. This stock-based
compensation  will  be  paid  as  follows:

(a)     100,000  shares  at  the  time  of  signing  this  engagement  letter;
(b)     75,000  shares  on  March  15,  2002;
(c)     75,000  shares  on  May  15,  2002;  and
(d)     80,000  shares  on  July  15,  2002.

In the event that the Company wishes to cancel the agreement, any shares not yet
due  to  PCS  shall  no  longer  be  due.

In  addition to the fees payable to PCS, the Company shall reimburse PCS and its
affiliates,  upon request, for all reasonable out-of-pocket expenses incurred in
connection  with  this engagement.  Out-of-pocket expenses may include necessary
out-of-town  travel  agreed  to  by  the  Company (including meals and lodging),
database  services,  courier charges, fees and expenses of third parties such as
legal counsel, etc. The Company shall approve such expenses in advance. Any fees
paid  to  PCS  are  strictly  NON-REFUNDABLE.

4.     INDEMNITY.  The Company agrees to indemnify PCS, its officers, directors,
employees  and agents from any liability, claim or expense, including reasonable
attorney's  fees,  arising  out  of  or  in connection with the Agreement or the
services  of  PCS  hereunder,  except  to  the  extent attributable to the gross
negligence  or willful misconduct of PCS, its officers, directors, employees and
agents.

<PAGE>

5.  LEGAL MATTERS. This Agreement shall be interpreted under and governed by the
laws  of  the  State of New York.  Any controversy, dispute or claim between the
parties  relating  to this Agreement shall be resolved by binding arbitration in
Queens County, New York in accordance with the rules of the American Arbitration
Association.  The  parties agree that in the event that any controversy, dispute
or  claim between the parties relating to this Agreement, is resolved by binding
arbitration,  the  prevailing  party,  as  determined by the arbitrator's award,
shall  be  entitled  to  reimbursement  of  all  expenses  including  reasonable
attorney's  fees;  provided  that  in  no  event  shall  the arbitrator have the
authority  to  award  punitive  damages.

6.  NO  REPRESENTATION. PCS makes no representations, expressed or implied, that
it  will  effect  a  financing  as a result of the services furnished under this
Agreement.  The  duties of PCS shall not include legal, accounting, or appraisal
services, which shall be procured by the Company at its own expense. The Company
shall  fully cooperate with any company affiliated with PCS and shall furnish to
PCS  and  such  affiliated  company complete and accurate current and historical
business  information.  The  Company shall promptly inform PCS of any changes or
events,  which  may  materially  affect  the  Company's  business.  PCS makes no
representation  that it is a registered broker-dealer and/or and a member of the
NASD.

7.  ENTIRE  AGREEMENT.  This  is  the  entire  Agreement  between  the  parties
pertaining  to its subject matter and supersedes all agreements, representations
and  understandings  of  the parties. No modification of this Agreement shall be
binding  unless  agreed  to  in  writing  by  the  parties.

8.  CONFIDENTIALITY.  The  parties  agree  that  the  terms  and  all  of  the
encompassing  components  of  this  Agreement shall be kept confidential, unless
this  information  is  required  to  be  disclosed  pursuant to any inquiries by
federal,  state  or  local  law  enforcement.

Kindly indicate your acceptance of this Agreement by signing where indicated and
forward it, along with 100,000 SHARES OF STOCK, ISSUED 50,000 EACH TO: DONALD E.
QUARTERMAN  AND  CHRISTOPHER  D.  GILCHER.



Very  Truly  Yours,

Don  E.  Quarterman
Senior  Partner


ACCEPTED  AND  AGREED  TO  THIS  _________  DAY  OF  ______________,  2002.


Icy  Splash  Food  &  Beverage,  Inc.



By:  _______________________________
      Joseph  Aslan,  President


<PAGE>
EXHIBIT  23.1

CONSENT  OF  INDEPENDENT  AUDITOR



                            Lazar Levine & Felix, LLP.



We  consent  to  the incorporation by reference in the registration statement of
Icy  Splash  Food  and  Beverage,  Inc.  (the  "Company")  on  Form  S-8 for the
registering  of  1,020,000 shares of common stock, of our report dated March 27,
2001,  on  our audits of the financial statements of the Company as
of  December 31, 2000 and 1999, and for each of the years in the two year period
ended December 31, 2000, which report is included in the Company's Annual Report
on  Form  10-KSB.



/s/  Lazar  Levine  &  Felix,  LLP,
New  York,  New  York
March  12,  2002
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 31450}]
{"company-data": {"conformed-name": "ICY SPLASH FOOD & BEVERAGE INC", "cik": "0001070906", "assigned-sic": "2080", "irs-number": "113329510", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84338", "film-number": "02575684"}, "business-address": {"street1": "9 15 166 ST #5B", "city": "WHITESTONE", "state": "NY", "zip": "13357", "phone": "2127463585"}, "mail-address": {"street1": "ICY SPLASH FOOD & BEVERAGE INC", "street2": "9 15 166TH ST STE 5 B", "city": "WHITESTONE", "state": "NY", "zip": "11357"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                       ICY SPLASH FOOD AND BEVERAGE, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

New  York                                   11-3329510
--------                                    ---------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
  incorporation  or  organization)

                               535 Wortman Avenue
                            Brooklyn, New York 11208
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                         Commission File No.:  000-26155

                   Consulting Agreement and other compensation
                                -----------------
                            (Full title of the plan)

                              Joe Aslan, President
                               535 Wortman Avenue
                            Brooklyn, New York 11208
                        ---------------------------------
                     (Name and address of agent for service)

                                 (718) 746-3585
                          ----------------------------
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed           Proposed
Title  of               Amount          Maximum            Maximum            Amount  of
Securities  to          to  be          Offering           Price Aggregate    Registration
Be  Registered          Registered      Per  Share (1)     Offering Price(1)  Fee
----------------       -----------    -----------------   ------------------  -----------
Common  Stock,          1,020,000         $0.25            $255,000           $67.32
par  value  $.0001
per  share
-----------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock,  as  reported  by  the  OTC  Bulletin  Board,  on  March  12,  2002
-----------------------------------------------------------------------------
================================================================================
EXPLANATORY  NOTE
----------------

In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
        -----------------------------------------------

     The  following  documents  previously filed with the Commission pursuant to
the  1934  Act  are  hereby  incorporated  in  this  prospectus  by  reference:

     1.     Icy  Splash Food and Beverage, Inc.'s Annual Report on Form 10-KS
for the  year  ended  December  31,  2000;

     2.     Icy Splash Food and Beverage, Inc.'s Quarterly Report on Form 10-QSB
for  the  quarter  ended  September  30,  2001;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  September  5,  1997.

     All  documents  filed  by  Icy  Splash Food and Beverage, Inc., pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
prospectus  and prior to the termination of this offering, shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference  shall  be modified or superseded by any information contained in this
prospectus  or  in  any  other  document  filed later with the Commission, which
modifies  or  supersedes  such information.  Any information that is modified or
superseded shall become a part of this prospectus as the information has been so
modified  or  superseded.

     We  will  provide  without  charge  to  each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that  has  been  incorporated  by reference in this prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference  into  such  documents).  Please  direct  such  requests to Joe Aslan,
President,  535  Wortman  Avenue,  Brooklyn,  New  York  11208  (718)  746-3585.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration  Statement  and  prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.
Any  statement  contained  in  any  document  incorporated  or deemed to be
incorporated  by  reference  herein shall be deemed to be modified or superseded
for  purposes  of  this  Registration  Statement  to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  modified  or  superseded,  to constitute a part of this Registration
Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES
        -------------------------

     Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
        --------------------------------------

     Not  Applicable

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
        -----------------------------------------

     We  are  a New York corporation.  Our Certificate of Incorporation contains
certain  provisions  permitted  under the New York Business Corporation Law (the
"B.C.L.")  relating  to  the  liability of directors. The provisions eliminate a
director's liability for monetary damages for a breach of fiduciary duty, except
in  certain  circumstances  involving  wrongful  acts,  such  as the breach of a
director's  duty  of  loyalty  or  acts  or  omissions which involve intentional
misconduct  or a knowing violation of law. Our Certificate of Incorporation also
contains  provisions  obligating  the  Company  to  indemnify  its directors and
officers  to  the  fullest  extent  permitted  by  the  B.C.L.

     Such  indemnification  provisions  are  intended to increase the protection
provided  to  directors  and,  thus,  increase our ability to attract and retain
qualified  persons  to serve as directors. Because directors liability insurance
is  only  available  at considerable cost and with low dollar limits of coverage
and  broad policy exclusions, we do not currently maintain a liability insurance
policy for the benefit of our directors, although we may attempt to acquire such
insurance  in the future. We believe that the substantial increase in the number
of  lawsuits  being threatened or filed against corporations and their directors
and  the  general  unavailability  of  directors  liability insurance to provide
protection  against the increased risk of personal liability resulting from such
lawsuits  have combined to result in a growing reluctance on the part of capable
persons to serve as members of boards of directors of companies, particularly of
companies  which  intend  to  become  public companies. We also believe that the
increased  risk  of  personal  liability  without  adequate  insurance  or other
indemnity  protection  for  our  directors could result in overcautious and less
effective  direction  and  management  of Icy Splash. Although no directors have
resigned  or  have  threatened  to  resign as a result of our failure to provide
insurance  or other indemnity protection from liability, it is uncertain whether
our  directors would continue to serve in such capacities if improved protection
from  liability  were  not  provided.
The  provisions  affecting  personal liability do not abrogate a director's
fiduciary  duty  to  Icy  Splash  and  its shareholders, but eliminates personal
liability  for  monetary damages for breach of that duty. The provisions do not,
however,  eliminate  or  limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
loyalty  (which  is  generally  described  as  the  duty  not  to  engage in any
transaction  which  involves  a conflict between the interest of the Company and
those  of  the  director)  or for violations of the federal securities laws. The
provisions  also  limit  or  indemnify  against liability resulting from grossly
negligent  decisions  including grossly negligent business decisions relating to
attempts  to  change  control  of  the  Company.

     The  provisions regarding indemnification provide, in essence, that we will
indemnify our directors against expenses (including attorney's fees), judgments,
fines  and  amounts  paid  in  settlement  actually  and  reasonably incurred in
connection  with  any  action,  suit or proceeding arising out of the director's
status as a director of Icy Splash, including actions brought by or on behalf of
the  Company  (shareholder  derivative actions). The provisions do not require a
showing  of  good  faith.  Moreover,  they  do  not  provide indemnification for
liability  arising  out  of  willful  misconduct,  fraud,  or  dishonesty,  for
"short-swing"  profits  violations under the federal securities laws, or for the
receipt  of  illegal  remuneration.  The  provisions  also  do  not  provide
indemnification  for  any  liability  to the extent such liability is covered by
insurance.  One purpose of the provisions is to supplement the coverage provided
by such insurance. However, as mentioned above, we do not currently provide such
insurance  to our directors, and there is no guarantee that we will provide such
insurance to our directors in the near future, although we may attempt to obtain
such  insurance.

     These  provisions  diminish  the  potential  rights  of  action which might
otherwise be available to shareholders by limiting the liability of officers and
directors  to  the  maximum extent allowable under New York law and by affording
indemnification  against  most damages and settlement amounts paid by a director
of  the  Company  in connection with any shareholder derivative action. However,
the  provisions do not have the effect of limiting the right of a shareholder to
enjoin  a  director  from  taking actions in breach of his fiduciary duty, or to
cause  the  Company  to  rescind  actions already taken, although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken. Also, because we do not presently
have  directors  liability  insurance  and because there is no assurance that we
will retain such insurance or that if such insurance is procured it will provide
coverage  to  the  extent directors would be indemnified under the provision, we
may  be forced to bear a portion or all of the cost of the director's claims for
indemnification  under  such  provisions.  If we are forced to bear the cost for
indemnification,  the  value  of  our  stock  may  be  adversely  affected.
Insofar as indemnification for liabilities arising under the Securities Act, may
be  permitted  to  directors,  officers  and  controlling  persons of Icy Splash
pursuant  to the foregoing provisions, or otherwise, Icy Splash has been advised
that  such  indemnification, in the opinion of the Commission, is against public
policy  as  expressed  in  the  Securities Act and is, therefore, unenforceable.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
        -----------------------------------

         Not  applicable

ITEM  8.  EXHIBITS.
        --------

3.1     Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2     By-laws  of  the  Company,  as  amended  (1)
5.1     Opinion  of  Michael  S.  Krome,  Esq.
10.1    Consulting  Agreement  between  Icy Splash Food and Beverage, Inc., and
        Pinnacle  Capital  Services,  LLC,  dated  February  19,  2002
23.1    Consent  of  Lazar  Levine  &  Felix,  LLP,  Independent  Auditor
24.1    Consent  of  Michael  S.  Krome,  Esq.(included  in  Exhibit  5.1)

(1)     Incorporated  by  reference  from  the  Company's Amended Report on Form
SB-2,  filed with the Commission on January 14, 2000, and as amended thereafter,
and  incorporated  herein  by  reference.

ITEM  9.  UNDERTAKINGS.

         The  undersigned  the  Company  hereby  undertakes:
         (a)(1)  To  file,  during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:
(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933  (the  "Securities  Act");
          (ii)     To  reflect  in  the  prospectus  any facts or events arising
after  the  effective  date  of  the  registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represents a fundamental change in the information set forth in the registration
statement;
          (iii)  To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.

          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs  is  contained  in  periodic  reports filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by  reference  in  the  registration  statement.
          (2)  That,  for  the  purpose  of  determining any liability under the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.
     (b)  The  undersigned  the  Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that  in  the  opinion  of  the Securities and Exchange Commission such
indemnification  is  against  pubic  policy  as  expressed  in  the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Company  will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  hereunto duly
authorized,  in  the County of Brooklyn, City and State of New York on March 12,
2002.
                                   Icy  Splash  Food  and  Beverage,  Inc.

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

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Joseph Aslan, his attorney-in-fact and agent, with full
power  of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file  the  same,  with  all  exhibits thereto, and other documents in connection
therewith,  with  the  Securities  and  Exchange  Commission, granting unto said
attorney-in-fact  and  agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises,  as  fully  to  all  intents  and  purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that said attorney-in-fact and
agent,  or his substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

         Pursuant  to  the  requirements  of  the  Securities  Act of 1933, this
Registration  Statement  has  been  signed below by the following persons in the
capacities  and  on  the  date  indicated:

Signature                  Title                               Date
----------                 -----                               ----
(1)  Principal  Executive
/s/     Joseph  Aslan      President  and  Director              March  12, 2002
-------------------
     Joseph  Aslan

(2)  Directors

/s/ Charles Tokarz        Chief Financial Officer, Treasurer     March 12, 2002
-------------------               and  Director
     Charles  Tokarz

/s/  Sy  Aslan            Directors                              March 12, 2002
-------------------
     Sy  Aslan
EXHIBIT  INDEX
EXHIBIT
NUMBER                  DESCRIPTION
-------                 -----------

3.1     Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2     By-laws  of  the  Company,  as  amended  (1)
5.2     Opinion  of  Michael  S.  Krome,  Esq.
10.1    Consulting  Agreement  between  Icy Splash Food and Beverage, Inc., and
        Pinnacle  Capital  Services,  LLC,  dated  February  19,  2002
23.1    Consent  of  Lazar  Levine  &  Felix,  LLP,  Independent  Auditor
24.2    Consent  of  Michael  S.  Krome,  Esq.(included  in  Exhibit  5.1)

(1)     Incorporated  by  reference  from  the  Company's Amended Report on Form
SB-2,  filed with the Commission on January 14, 2000, and as amended thereafter,
and  incorporated  herein  by  reference.
OPINION  OF  MICHAEL  S.  KROME
Exhibit  5.1

                             MICHAEL S. KROME, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York  11755
                                 (631) 737-8381

                                                            March  12,  2002

Board  of  Directors
Icy  Splash  Food  and  Beverage,  Inc.
535  Wortman  Avenue
Brooklyn,  New  York  11208

Dear  Sirs:

     You have requested an opinion with respect to certain matters in connection
with  the  filing  by  Icy  Splash Food and Beverage, Inc., (the "Company") of a
Registration  Statement  on  Form  S-8  (the  "Registration Statement") with the
Securities  and  Exchange  Commission,  covering  the  registration of 1,020,000
shares,  par  value  $0.001  per  share (the "Shares"), for issuance pursuant to
various  agreements  between the Company and the holders of the shares specified
below.

     The  shares  to  be  covered  by  the  Form  S-8  are  issued pursuant to a
Consulting  Agreement between the Company and Pinnacle Capital LLC.  Pursuant to
said  agreement, that shares are to be issued o specific individuals in exchange
for certain services to be performed by Pinnacle Capital LLC to the Company, and
issued  as  follows:

1.     115,000  shares  in  the  name  of  Don  Quarterman;  and
2.     115,000  shares  in  the  name  of  Christopher  D.  Gilcher.

     In  addition,  the  following  shares  are  being  issued  as  payment  for
compensation  to the following individuals for services rendered to the Company.

1.     200,000  shares  in  the  name  of  Sy  Aslan;
2.     110,000  shares  in  the  name  of  Yifat  Aslan;
3.     80,000  shares  in  the  name  of  Charles  Tokarz;  and
4.     300,000  shares  in  the  name  of  Joseph  Aslan;
5.     50,000  shares  in  the  name  of  Don  Quarterman;  and
6.     50,000  shares  in  the  name  of  Christopher  D.  Gilcher.

     In  connection  with  this  opinion,  we  have examined and relied upon the
Company's  Certificate of Incorporation and By-Laws, the Minutes of the Meetings
of  the  Board  of Directors of the Company as well as the originals and copies,
certified to my satisfaction, of such records, documents certificates, memoranda
and  other  instruments as in my judgment are necessary or appropriate to enable
me  to render the opinion contained herein.  We have assumed the genuineness and
authenticity  of  all  documents  submitted  as originals, the conformity to the
originals  of  all  documents  submitted  to  me  as  copies thereof and the due
execution,  delivery  or  filing of documents, where such execution, delivery or
filling  are  a  prerequisite  to  the  effectiveness  thereof.

     We  have  also  reviewed  the  previous filings of the Company, and for the
purposes  of  this  opinion  have relied upon the representations of the Company
that  it  is  current  in its filings and that the filings are true and accurate
representations  of  the state of the Company when the documents were filed.  In
addition,  it  has  been represented by the shareholders being issued shares and
states  in any agreements, that none of the shares are being issued for services
in  connection  with  any offer or sale of securities in a capital raising or to
directly  or  indirectly  maintain  a  market  for the securities of the Company

     On  the  basis  of  the  foregoing,  and in reliance thereon, we are of the
opinion  that  the  Shares,  when  issued  in  accordance  with the Registration
Statement  and  the Consulting Agreement, or Retainer Agreement, will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and  do  not  need  to  bear  a  restrictive  legend  upon  them.

     We  consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very  truly  yours,

                                        /s/ Michael S. Krome
                                        Michael  S.  Krome
Exhibit  10.1
                                                [GRAPHIC OMITED]

                                                [GRAPHIC OMITED]

             3837 Northdale Blvd.  Suite 303  Tampa  Florida  33624
                Telephone: 813.496.9192  Facsimile: 813.496.9292
                                 www.pcsllc.com
                                 --------------

February  19,  2002

Joseph  Aslan
President
Icy  Splash  Food  &  Beverage,  Inc.
915  166th  Street,  Suite  5B
Whitestone,  NY  11357

Dear  Mr.  Aslan:

The  purpose of this letter is to set forth the terms and conditions under which
Pinnacle  Capital  Services,  LLC  ("PCS")  agrees  to  serve  Icy Splash Food &
Beverage, Inc. and/or its owners, shareholders and affiliates (collectively, the
"Company")  as  consultant.  PCS  and  the  Company  agree  to  the  following:

1.     SERVICES.  PCS  shall  use  its  best  efforts  to  perform the following
services:  (a)  become familiar with the business and operations of the Company,
and  review  and analyze the Company's formal and informal financial, strategic,
and  business  plans;  (b) in conjunction with the Company, prepare and update a
formal  business  plan along with the appropriate financial projections; and (c)
perform  other  services  as may be reasonably requested by the Company that are
within  the  normal  scope  of  operations  of  PCS.

PCS  has represented to the Company that the services for which these shares are
being  issued  are  not  in connection with any offer or sale of securities in a
capital  raising  transaction and PCS will not directly or indirectly promote or
maintain  a  market  for  the  securities  of  the  Company.

2.     TERM.  This Agreement shall be in effect for six (6) months from the date
of acceptance by the Company, and continue thereafter until terminated by either
party  upon  thirty  (30)  days'  prior  written  notice.

3.     FEES.  The  Company  shall pay the representatives of PCS a due diligence
fee  of  330,000  shares  of free trading stock in the Company. This stock-based
compensation  will  be  paid  as  follows:

(a)     100,000  shares  at  the  time  of  signing  this  engagement  letter;
(b)     75,000  shares  on  March  15,  2002;
(c)     75,000  shares  on  May  15,  2002;  and
(d)     80,000  shares  on  July  15,  2002.

In the event that the Company wishes to cancel the agreement, any shares not yet
due  to  PCS  shall  no  longer  be  due.

In  addition to the fees payable to PCS, the Company shall reimburse PCS and its
affiliates,  upon request, for all reasonable out-of-pocket expenses incurred in
connection  with  this engagement.  Out-of-pocket expenses may include necessary
out-of-town  travel  agreed  to  by  the  Company (including meals and lodging),
database  services,  courier charges, fees and expenses of third parties such as
legal counsel, etc. The Company shall approve such expenses in advance. Any fees
paid  to  PCS  are  strictly  NON-REFUNDABLE.

4.     INDEMNITY.  The Company agrees to indemnify PCS, its officers, directors,
employees  and agents from any liability, claim or expense, including reasonable
attorney's  fees,  arising  out  of  or  in connection with the Agreement or the
services  of  PCS  hereunder,  except  to  the  extent attributable to the gross
negligence  or willful misconduct of PCS, its officers, directors, employees and
agents.
5.  LEGAL MATTERS. This Agreement shall be interpreted under and governed by the
laws  of  the  State of New York.  Any controversy, dispute or claim between the
parties  relating  to this Agreement shall be resolved by binding arbitration in
Queens County, New York in accordance with the rules of the American Arbitration
Association.  The  parties agree that in the event that any controversy, dispute
or  claim between the parties relating to this Agreement, is resolved by binding
arbitration,  the  prevailing  party,  as  determined by the arbitrator's award,
shall  be  entitled  to  reimbursement  of  all  expenses  including  reasonable
attorney's  fees;  provided  that  in  no  event  shall  the arbitrator have the
authority  to  award  punitive  damages.

6.  NO  REPRESENTATION. PCS makes no representations, expressed or implied, that
it  will  effect  a  financing  as a result of the services furnished under this
Agreement.  The  duties of PCS shall not include legal, accounting, or appraisal
services, which shall be procured by the Company at its own expense. The Company
shall  fully cooperate with any company affiliated with PCS and shall furnish to
PCS  and  such  affiliated  company complete and accurate current and historical
business  information.  The  Company shall promptly inform PCS of any changes or
events,  which  may  materially  affect  the  Company's  business.  PCS makes no
representation  that it is a registered broker-dealer and/or and a member of the
NASD.

7.  ENTIRE  AGREEMENT.  This  is  the  entire  Agreement  between  the  parties
pertaining  to its subject matter and supersedes all agreements, representations
and  understandings  of  the parties. No modification of this Agreement shall be
binding  unless  agreed  to  in  writing  by  the  parties.

8.  CONFIDENTIALITY.  The  parties  agree  that  the  terms  and  all  of  the
encompassing  components  of  this  Agreement shall be kept confidential, unless
this  information  is  required  to  be  disclosed  pursuant to any inquiries by
federal,  state  or  local  law  enforcement.

Kindly indicate your acceptance of this Agreement by signing where indicated and
forward it, along with 100,000 SHARES OF STOCK, ISSUED 50,000 EACH TO: DONALD E.
QUARTERMAN  AND  CHRISTOPHER  D.  GILCHER.

Very  Truly  Yours,

Don  E.  Quarterman
Senior  Partner

ACCEPTED  AND  AGREED  TO  THIS  _________  DAY  OF  ______________,  2002.

Icy  Splash  Food  &  Beverage,  Inc.

By:  _______________________________
      Joseph  Aslan,  President
EXHIBIT  23.1

CONSENT  OF  INDEPENDENT  AUDITOR

                            Lazar Levine & Felix, LLP.

We  consent  to  the incorporation by reference in the registration statement of
Icy  Splash  Food  and  Beverage,  Inc.  (the  "Company")  on  Form  S-8 for the
registering  of  1,020,000 shares of common stock, of our report dated March 27,
2001,  on  our audits of the financial statements of the Company as
of  December 31, 2000 and 1999, and for each of the years in the two year period
ended December 31, 2000, which report is included in the Company's Annual Report
on  Form  10-KSB.

/s/  Lazar  Levine  &  Felix,  LLP,
New  York,  New  York
March  12,  2002