SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   FORM 10-KSB

                 Annual Report Under Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

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

                              For Fiscal Year Ended
                                  March 31, 2001

                               Commission File #0-25673

                             SILVER STAR FOODS, INC.
             (Exact name of registrant as specified in its charter)

                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   11-3265942
                      (IRS Employer Identification Number)

                7520 Avenue V, Brooklyn, New York 11234
               (Address of principal executive offices )(Zip Code)

                                  (718)763-3000
                (Registrant's telephone no., including area code)

               1000 South Avenue, Staten Island, New York 10314
(Former name, former address and former fiscal year, if changed since last
report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [   ]

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

Revenues for year ended March 31, 2001: $282,747

Number of shares of the registrant's common stock outstanding as of March 31,
2001, was: 12,741,584



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PART I

Item 1.  Description of Business

THE COMPANY

     Silver Star Foods, Inc. has been a distributor of a wide range of
pre-packaged frozen pasta products in 11 states in the United States, mainly in
the New York metropolitan area. We sell our products such as ravioli and
tortellini, primarily to supermarket chains and local distributors within these
states. We have not promoted any of our products in the last three quarters and
have reported no sales since April 1, 2001, the beginning of our fiscal year.
Commencing in the 1st quarter of 2002, we plan to re-establish our promotional
activities and to start making presentations to additional customers within the
New York metropolitan area. We intend to increase our sales/revenues with the
hope of creating our own manufacturing facility in the United States. We
believe, although there can be no assurance, that acquiring manufacturing
capacity and entering into agreements with sales representatives will enable us
to expand our customer base to supermarket chains and small distributors in
other regional markets and to large volume customers such as club stores,
restaurant chains and customers requiring a private label manufacturer.

In January 2002, our wholly owned subsidiary, Silver Star Media Group, Inc.
entered into an agreement with G.O.A.T., Inc., to be an exclusive co-publisher
to publish the "Muhammad Ali Collectible Magazine," a publication that will
detail the life and accomplishments of the great boxer, Muhammad Ali.


HISTORICAL BACKGROUND

     In 1930, the grandfather of our President opened a pasta shop in Brooklyn,
New York under the name Silver Star Ravioli & Macaroni Co., Inc., ("SSRM").
During the next twenty years, SSRM developed an excellent reputation for its
hand-made pasta around New York. In the early 1950's, SSRM expanded by opening a
25,000 square foot factory with one of the first mechanized ravioli machines.
With increased production capabilities, SSRM was able to supply large
supermarket chains with its food products. During this time, SSRM distributed
its food products to a number of grocery chains and numerous independent stores
in the five boroughs of New York and Long Island. In addition to retail outlet
stores, SSRM opened institutional accounts that included airlines and cruise
ships. SSRM also expanded its geographic area and, with a select network of
brokers, began to distribute its food products to the tri-state area, in
addition to upstate New York, Philadelphia, Baltimore, Florida, Arizona and
California. During this time, SSRM was owned and operated by members of the
Trotta family, including Michael Trotta, our President and Vincent Trotta, who
serves as our advisor.

    By the late 1980's, SSRM's manufacturing equipment was outdated. Competitors
with newer factories and equipment were able to produce products at lower cost
and on a more flexible schedule. As a result, sales margins suffered. SSRM's
attempts to upgrade the facility, which was over thirty years old, were
ineffective. Debts incurred in connection with the attempted upgrade eventually
led to the bankruptcy of SSRM.

     In 1995, Michael Trotta formed us under the name Silver Star Ravioli. We
changed our name to Silver Star Foods, Inc. in July 1997. We had been using the
Silver Star trademark since it was formed and acquired the trademark from
Vincent Trotta in 1997 for $205,000 and acquired the right to use Vincent
Trotta's name in connection with our promotions in April 1998.

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INDUSTRY OVERVIEW

    Today, retail pasta products sales in the United States total over $500
million, as published in the trade magazine, Modern Grocer. Management believes
that the appeal of frozen pasta products to American consumers has increased
since the 1980's and shows no sign of abating.

     We believe that the U.S. retail market for frozen pasta is growing and
fragmented. We believe that the growth in the frozen pasta category has been
aided by several factors including both the growth in popularity of frozen foods
and the changing consumer taste preferences to favor distinctive, high quality,
healthy foods. We further believe that consumers are demanding more healthful
food products as they learn more about the importance of one's diet in a healthy
lifestyle. For example, the U.S. Surgeon General has recommended that consumers
lower the percentage of calories from fat in their diets at no more than 30%
(from the existing 37% average) and the U.S. Department of Agriculture
recommends that 60-70% of Americans' daily caloric intake come from complex
carbohydrates. Consequently, much of consumers' demand for more healthful food
products is focused on lowering the fat content of their diets and increasing
their intake of complex carbohydrates. We believe that the sale of pasta, which
is generally low in fat and high in complex carbohydrates, is benefitting from
the trend towards healthier eating.

    No assurance can be given that the frozen pasta market will continue to
expand. Nor can there be any assurance that current levels of public attention
to personal health, fitness and diet or current perceptions of healthfulness
associated with pasta and pasta sauces will continue in the future. In
particular, the public perception of the healthfulness associated with
pasta-based meals may decline due to a recent study by the Center for Science in
the Public Interest finding high fat content in cheese and cream-based pastas
and pasta sauces. Similarly, sales of beef ravioli will not be aided by the
increased demand for healthy foods.

     Additionally, as we expand to different regions of the United States, we
may encounter differing public perceptions and concerns about health and diet.
This may adversely impact our marketing and expansion strategy and cause us to
incur greater expenses in promoting our products.

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SALES AND DISTRIBUTION

     We previously sold our products through sales representatives, known in the
industry as food brokers. We currently handle all sales directly and are in the
process of negotiating with a new food broker in the New York metropolitan area.
We previously paid our food brokers a commission which ranged from 3-5% of the
net amount received from customers on all sales in the respective brokers
territory. Our brokers serviced the New York City metropolitan area, New
Jersey/Eastern Pennsylvania/Maryland and Florida. In the past, the broker for
the New York area served as broker on 97% of our sales.

     The primary function of a food broker is to act as a liaison between the
manufacturer and our customers. Working with our management, the broker will
place advertisements in the supermarket circular and arrange "specials" or
discounts on our products. If we determine that we desire to place our product
in a supermarket chain, the broker will negotiate for the payment by us of a
"slotting fee," which is a fee that a potential supplier must pay to obtain
shelf space for a product in the supermarket chain. We believe that such
"slotting fee" has a beneficial life of three (3) years. However, payment of a
slotting fee does not ensure continued shelf space availability for our product.
We intend, although there can be no assurance we will be able to, to establish
relationships with additional food brokers in order to expand into other
regions. Food brokers are particularly helpful when expanding into new
geographic markets because a single broker may have existing relationships with
numerous supermarkets.

    The food brokers generally arrange sales to supermarket chains. These
supermarkets then either place an order with the broker or with distributors,
who then immediately place orders with us. There is not a significant
difference in pricing or delivery procedures based on whether the supermarket
uses a distributor.


     We previously sold to a number of supermarkets chains that have

stores (operating under the same name or through affiliated companies) in other
regions. These supermarkets have buying departments in each region. We would
have to establish relationships with different buyers to sell our products in
these regions. However, we believe that our relationships in the New York region
with these supermarket chains will aide us in establishing relationships with
supermarket buyers in other regions.

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     Generally, competition for shelf space in supermarkets is intense.
Companies that supply to supermarkets, are often required to pay large slotting
fees in order to commence business with a supermarket chain. We believe that
such slotting fees have a beneficial life of three (3) years. Food suppliers may
attempt to use their relationship with the supermarket or pricing arrangements
to obtain the optimum shelf space. This usually creates an advantage for larger
companies who are able to obtain the most visible shelf space. We believe that
this advantage is reduced in frozen products, all of which must be stored in a
freezer section. Additionally, we believe that our use of coupons and store
circulars, along with customer loyalty, will enable us to overcome the advantage
of the larger companies in obtaining optimum shelf space.

     We also previously sold our products to distributors who resell the frozen
pasta to delicatessens, grocery stores and restaurants. Previously, these
customers made up approximately 2% of our annual business. We intend, although
there can be no assurance that we will be able to do so, to establish
relationships with additional distributors in order to expand into other regions
and markets.



     If we are able to lease and improve a manufacturing facility, we

intend to pursue institutional customers, such as hotels, restaurants, schools,
nursing homes, hospitals and prisons. These institutional customers buy products
in large volumes. Without a manufacturing facility, we do not have the
flexibility or the cost structure to pursue such customers.

     Initially, we intend to rely primarily on food brokers to establish
relationships with these institutional customers. Upon obtaining additional
financing, we intend to employ a marketing and sales director. This individual
will be in charge of establishing relationships with additional food brokers and
distributors, and for pursuing institutional customers and other retail
customers.

     Our success depends upon an effective system of distribution for our
products. We utilize central warehouse delivery for all our supermarket
customers. In central warehouse delivery, the products are delivered to a
warehouse for a chain of supermarkets for later delivery by the chain to its
stores. To distribute our products to other parts of the country (which is a
small part of our business at the present time), we use local and regional
distributors. In any event, we use common carriers to deliver our products to
these distributors. The dependence on other companies for delivery of our
products poses a risk to us. While this method of delivery has been reliable and
available at acceptable rates thus far, there can be no assurance that we will
continue to be able to negotiate acceptable freight rates in the future and that
delivery will not be disrupted for reasons including, but not limited to,
adverse weather, natural disasters or labor disputes in the trucking industry.

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MARKETING

     An emphasis of our marketing to both our customers and consumers is on the
association of the Silver Star name with a quality pasta product produced by a
family operated business. Our promotional materials and packaging for some of
our products contain a short statement from Vincent Trotta, Sr. which, among
other things, offers a personal guarantee of quality, thanks customers for
loyalty, and explains that Silver Star's products are "true to a family
tradition." On all products, we have begun to use the name "Aversa Silver Star"
after the founder of SSRM and the grandfather of our President. We expect to
continue to use the Aversa Silver Star name as we enter new markets because we
believe that customers are more likely to associate that name with Italian food
products from a family operated business.

     We hope to use advertising, primarily in supermarket circulars, to
familiarize customers with the Silver Star name. We hope positive experiences
with our product will create customer loyalty and promote repeat business.

     We also intend to capitalize on the nutritional value of our products. As
is now required by law, we disclose the nutritional information about our
products on the packaging. We believe that the nutritional value of some of our
frozen pasta compares favorably with many other alternatives among frozen foods.

     Our most effective advertising to consumers is by placing advertisements in
supermarket circulars, which are available to customers of a supermarket upon
entering a store. Occasionally, supermarkets distribute the circular via direct
mail or as an enclosure in newspapers. The advertisements in the circular inform
the consumer of any specials or discounts that are available on our products and
may contain coupons. The advertisement in the circular is arranged by the food
broker and generally are placed approximately eight weeks in advance.

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<PAGE>

OUR PRODUCTS

     We specialize in stuffed pasta, a form of pasta that includes stuffing such
as ricotta, eggs and cheese, among others. The products that we currently
distribute are: jumbo cheese round 13 oz. ravioli; mini cheese round 16 oz.
ravioli; mini square cheese 16 oz. ravioli; mini square meat 16 oz. ravioli;
tortellini, including meat and cheese, 16 oz.; cavatelli, 16 oz.; gnocchi 16
oz.; six count manicotti, 19 oz.; and twelve count stuffed shells, 21 oz. Our
most popular product, mini square cheese ravioli should provide a meal for 5
people and is sold at a suggested retail price of $3.19.

     Like plain pasta, our products must be boiled before they should be eaten.
We do not sell our products with ready-made pasta sauce, although we may do so
in the future.

     Our products are packaged in polyethylene bags. We may in the future market
our ravioli in a box, which was the packaging method utilized by SSRM for its
most popular ravioli products. The current packaging includes the nutritional
information, ingredients and cooking directions. Also prominently featured is
the Silver Star trademark. The packaging for some of our products contains a
statement from Vincent Trotta Sr. guaranteeing the quality of our products. The
packaging design is based on SSRM's packaging. The manufacturer of the
polyethylene bags ships them directly to our suppliers.

     We have no current plans to introduce new products, and are unlikely to do
so in the near future. If we are able to establish a manufacturing facility, we
intend to introduce new products and new packaging of existing products. For
example, we intend to create packaging aimed at club stores, including a "bulk
pack," which will be a single oversize pack weighing approximately 3 lbs.
Additionally, we may sell our products with a ready made sauce. The sauce could
be produced by a private manufacturer to our specifications, or we could enter
into a joint venture arrangement with an existing pasta sauce manufacturer.

PRINCIPAL SUPPLIERS AND INGREDIENTS

     Currently, we use one private label manufacturer to prepare and package all
of our products. We provide the manufacturer with recipes for our products. The
manufacturer uses a quick freeze process to ensure that the product is frozen
while it is still fresh. We believe that it could replace our supplier on
similar terms, however the loss of the supplier could have a material adverse
affect on us, particularly in the short term.

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     The ingredients used by our supplier is primarily flour, eggs and water.
Depending on the type of stuffed pasta we are producing, the ingredients may
include whole milk ricotta, eggs, Romano cheese, mozzarella, parsley, salt,
pepper, meat filling chopped meat, onions and spices. Our supplier buys flour
from Congra and ricotta from either Pollyo or Sorrento. Other ingredients come
from local distributors and manufacturers. If we establish a manufacturing
facility, we intend to purchase directly from these suppliers.

     Our production agreement is with Mount Rose Ravioli and Macaroni Co. Such
supplier is able to fill our product orders in approximately seven days.

     MOUNT ROSE RAVIOLI AND MACARONI CO. We executed an agreement which provides
that Mount Rose will manufacture and package the following "Silver Star"
products:

Square Meat and Cheese Ravioli--bag
Square Meat and Cheese Ravioli--box
Round Cheese Ravioli
Cavatelli
Cheese and Meat Tortellini
Gnocchi
Six Count Manicotti
Twelve Count Stuffed Shells

     The agreement is terminable at any time by either party. The agreement
provides that the product is to be paid for by either cashiers or certified
check at the time the order is placed. The above prices, in accordance with the
agreement, are to be reviewed every six months with respect to raw material and
packaging costs. An increase or decrease in such costs will be passed on to us.
The agreement further provides that in the event that the agreement is
terminated we give Mount Rose permission to use any packaging left on hand at
the time of termination in any way it chooses.

In January 2001, Mount Rose obtained a judgment against us in the amount of
$283,461.79. We negotiated a settlement with Mount Rose to pay such amount out
of the proceeds of this offering. As of January 14, 2002, we have paid Mt. Rose
$218,400 towards the judgment.


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MANUFACTURING

     Currently, we do not have any manufacturing ability. We intend to establish
a manufacturing facility. We have no present plans for the establishment of a
facility but intend to lease an existing facility, which is likely to require an
investment to update or improve the facility.


     The facility ideally would be 20,000-25,000 square feet. We require a
facility with capability for drainage and refrigeration. The facility will be
leased with the intent on receiving a USDA plant number with the

capability of processing meat and chicken, in addition to cheese. Only after
USDA inspection and approval will it be able to process meat and chicken.
However, it does not require USDA approval to process cheese. We would like to
locate the facility in the New York area to be near the majority of our
customers. We intend to equip the facility with new equipment that has the
capacity to produce our specialized products quickly and efficiently.

     We believe that manufacturing capacity will allow us to produce our goods
at a lower cost, particularly if we are able to increase volume. Furthermore,
manufacturing capacity is likely to allow us greater flexibility in our product
mix and enable it to require less advance notice of our orders.

COMPETITION

     In the pasta market, we compete with national, regional, and local pasta
manufacturers and specialty stores. Many of these competitors are larger, more
established and have greater financial and other resources than us. Competition
in the pasta industry is based on product quality, brand name awareness, brand
loyalty and price. Non-frozen, non-stuffed pasta, such as spaghetti is
significantly less expensive then our products and is less expensive to ship and
to store. We also face competition from fresh, refrigerated pasta, which is sold
by, among others, Contadina, produced by Nestle Fresh Foods, Co., and DiGorno,
produced by Kraft General Foods, Inc. Such companies have significantly more
resources than us. Refrigerated pasta is significantly more expensive than
frozen pasta.

     We compete directly with a number of regional and national frozen pasta
producers, including Celentano and Italian Village, who are in most markets
nationwide. In the New York market, we compete with these national and several
regional pasta makers. Among our competitors is Mount Rose who is our supplier.


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    Competition for shelf space in grocery stores is intense and poses great
difficulty for smaller food companies. Other competitors with significant
economic and other resources could, at any time, enter the frozen pasta
industry. Supermarkets could choose to carry such companies products in addition
to or instead of our products due to existing relationships with the
makers of such products.

TRADEMARK

     We purchased the "Silver Star" trademark from Vincent Trotta in 1997 for
$205,000. Mr. Trotta had acquired the trademark from SSRM. SSRM had registered
the trademark with the U.S. Patent and Trademark Office, however, we failed to
renew the application and the trademark protection has lapsed. In the near
future, we will file a new application for registration. Even if the application
is approved, there can be no assurance as to the degree of protection our
registered trademark may afford us.

EXPANSION STRATEGY

Our expansion strategy is dependent on obtaining additional financing and
increasing our customer base with our current products and suppliers so that it
would warrant leasing and improving a manufacturing

facility. We believe that we will be able to produce our products at a lower
cost, which will allow us more flexibility in pricing. We believe that discount
pricing is often necessary to gain customers and establish market share.

     We believe that the manufacturing facility will also allow us greater
flexibility in adjusting our product mix or packaging because we will have
direct control of the allocation of labor and machinery at our future
facilities. Similarly, we expect to be able to respond to customer orders more
quickly. There can be no assurance that establishing a facility will be a more
cost effective, efficient or quicker way for us to acquire our products.

     We believe that the advantages of the manufacturing facility will
allow us to pursue institutional customers such as hotels, nursing homes,
schools and hospitals, and discount buyers such as club stores. We may also
offer to manufacture pasta products for other companies on a private label
basis. There can be no assurance that institutional or private label markets for
our products will develop.

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     We intend to re-establish relationships with food brokers and small
distributors. Food brokers are particularly helpful when expanding into new
geographic markets because a single broker may have existing relationships with
numerous supermarkets. We intend to expand into areas where pasta products are
popular. Initially, we intend to focus expansion in the Northeast, in markets
such as Philadelphia and Boston, where we already have some customers, and then
expand into cities such as Washington, Baltimore and Chicago.

     Presently, we have no plans or intentions to make acquisitions. However, we
believe that a number of opportunities exist for us to accelerate growth by
acquiring a complementary or competitive business. We could acquire an entity
that has (i) a manufacturing facility suitable for our products, (ii) sells
complementary products, or (iii) has established name recognition or
distribution lines in regional markets where we do not currently operate.

     We believe that the frozen pasta market is a growing market, and that the
market for stuffed pasta is likely to grow as well. We believe, although there
can be no assurance, that our marketing will put us in position to take
advantage of this growth.


G.O.A.T., INC. AGREEMENT

     In January 2002, our wholly owned subsidiary, Silver Star Media Group, Inc.
entered into amended agreements with amongst other parties, G.O.A.T., Inc. and
Premier Sports Media and Entertainment Group, Inc. to be co-publisher of the
"Muhammed Ali Collectible Magazine." G.O.A.T., Inc. and Premier Sports were the
original parties to an agreement signed in October 2001 whereby Premier obtained
the rights and services of Muhammad Ali in connection with the publication of a
magazine chronicling the history of the heavyweight boxing championship and
featuring Muhammad Ali.

The agreement and amendment provides for the following:

     (1)  a non-refundable payment of $300,000 to Muhammad Ali. Silver Star
          Media Group was responsible for such payment which was made in early
          January 2002.

     (2)  gross proceeds from the sale of the magazine shall be distributed as
          follows in the order indicated:

          (i)  $200,000 to Muhammad Ali.
          (ii) the printer of the magazine will be reimbursed all direct costs.
               The agreement with the printer provides for an initial magazine
               print of 500,000 copies at $1.00 per magazine excluding tax and
               shipping.
          (iii) reimbursement of $300,000 to Silver Star Media Group.
          (iv) all invoices not exceeding $400,000 for cost of goods associated
               with the magazine, i.e. publishing, publicity.
          (v)  management and consulting fees aggregating $350,000 of which
               Silver Star Media Group receives a $50,000 management fee.
          (vi) any additional payments are deemed to be profits and Silver Star
               Media Group will receive 15% of such profits.

The initial magazine price is intended to be $19.95 per magazine.  It is
expected to be ready for distribution by the end of February 2002.


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EMPLOYEES

     As of January 31, 2002, we had 1 full-time employee.



Item 3.  Legal Proceedings

     Except as stated below, the Company is not currently subject to any
material legal proceedings.


In January 2001, Mount Rose obtained a judgment against us in the amount of
$283,461.79. We negotiated a settlement with Mount Rose to pay such amount out
of the proceeds of this offering. Specifically, we agreed to pay Mount Rose 50%
of the net amount received by us for the sale of the 5,000,000 shares registered
until Mount Rose is paid in full. As of January 14, 2002, we paid Mount Rose
$218,400.00.

White Rose Foods, et. al. v Silver Star Foods, Inc., Index No. 23156/2000,
Supreme Court of New York, County of Kings. In October 2000, the plaintiff
obtained a default judgment against us in the amount of $92,368.77. We retained
the law firm of Bauman, Katz & Grill, LLP to vacate the default judgment. The
default judgment was vacated on November 9, 2001. We intend to negotiate a
settlement of this claim in the future.


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PART II

Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations

We are a distributor and wholesaler of stuffed and other frozen pasta products,
which we market under the "Silver Star" trade name. We have no manufacturing
facilities of our own but instead have our products manufactured by a separate,
independent manufacturer, to our special recipes. We then sell them through a
network of food brokers to retail establishments. We commenced operations in
May, 1995.

A substantial portion of our sales to supermarkets are made during promotions or
"specials" during which we advertise in the chain's store circular. These
specials are typically booked by our food brokers eight weeks in advance of the
scheduled sale. We can typically expect to generate greater volume from the
supermarkets in periods in which we are participating in the store circulars.

We do not presently have our own manufacturing facility, but plan to lease and
improve a manufacturing facility from a portion of the proceeds of our
registered offering. We believe that manufacturing our own products would enable
us to increase our profit margins and participate more fully in "price
competitive" marketing which is common in the retail market. We also hope to
pursue other distribution channels for our product as a result of our own
manufacturing capabilities. Concurrent with the establishment of a facility, we
anticipate that both our direct costs and operating costs will increase as we
add a full-time workforce, increase insurance coverage and increase marketing
efforts. However, there are no assurances that we will be able to increase
revenue, increase our gross profit or attain and sustain profitability as a
result of these expenditures.

Our wholly owned subsidiary, Silver Star Media Group, Inc., recently entered
into an agreement with several parties including G.O.A.T., Inc. The agreement
provides for Silver Star Media to become a co-publisher of the "Muhammad Ali
Collectible Magazine." The agreement required a non-refundable payment of
$300,000 which was made in early January 2002. The publication of the magazine
is intended to be ready for distribution by the end of February 2002.


RESULTS OF OPERATIONS YEAR ENDING MARCH 31, 2001 AS COMPARED
TO MARCH 31, 2000.

We had net sales of $282,747 for the year ending March 31, 2001 as compared to
$658,775 for the year ending March 31, 2000, a decrease of $376,028 (57%). The
decrease is attributable to our decision to reduce the amount of promotional
activity during this time due to the amount of time and effort required in
connection with our ongoing efforts to complete our registered offering, and our
lack of operating capital.

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Costs of sales decreased during the year ending March 31, 2001 to $245,090 from
$516,934 for the year ending March 31, 2000, a decrease of $271,844 (53%). The
decrease corresponds to our decrease in sales for the comparative periods. As a
percentage of net sales, costs of sales were approximately 87% and 79% for the
year ending March 31, 2001 and 2000, respectively.

Operating expenses decreased to $258,603 from $426,915 for the year ending March
31, 2001 as compared to 2000, a decrease of $168,312 (40%). Approximately $4,000
of such decrease is attributable to less expenditures for slotting fees for
shelf space for our products.

Amortization expense for the comparative periods was $13,667 in each of the
years ending March 31, 2001 and 2000 in relation to the trade name. We
incurred approximately $0 and $374,351 in amortized finance costs for the years
ending March 31, 2001 and 2000 respectively, relating to the bridge financing
which was completed in August 1998.

We had a net loss for the year ending March 31, 2001 of $234,613 as
compared to a net loss of $673,092 for the year ending March 31, 2000, a
decrease of $438,479 (66%).

YEAR ENDING MARCH 31, 2000 AS COMPARED TO MARCH 31, 1999

We had net sales of $658,775 for the year ending March 31, 2000 as compared to
$1,201,587 for the year ending March 31, 1999, a decrease of $542,812 (46%). The
decrease is attributable to our lack of working capital. Additionally, we were
unable to participate in many store promotions due to the temporary loss of our
food broker during the year ending March 31, 2000.

Costs of sales decreased $449,822 or 47% to $516,934 for year ending March 31,
2000 from $966,756 for the year ending March 31, 1999. As a percentage of net
sales, cost of sales decreased to 79% for the year ending March 31, 2000 from
81% for the year ending March 31, 1999. These decreases are attributed to
product price increases by us during the year ending March 31, 2000.

Operating expenses were $426,915 for the year ending March 31, 2000 as compared
to $746,867 for the year ending March 31, 1999, a decrease of $319,952.
Amortization expense relating to our trade name was approximately $14,000 in
each of the years ending March 31, 2000 and March 31, 1999. Other expenses
consisting of deferred finance costs was approximately $374,000 and $170,000 for
the years ending March 31, 2000 and 1999, respectively. This is attributable to
amortization expense of finance costs relating to the bridge financing completed
in August 1998.

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State Securities Violations

Our issuances of common stock pursuant to our registered offering, might be
considered to violate certain state securities laws since we have not undertaken
to register the securities in the states that we have sold the securities. This
would allow holders of the securities the right to rescind and demand the return
of their purchase price for the securities.

Holders of these securities may be able to make a claim to rescind the sale or
issuance of these securities to them and demand a return of the purchase price
paid for these shares. We are not aware of any pending claims of rescission
against us. Nevertheless, it is possible that a claim could be made by one or
more of the holders of our securities under state law since the statute of
limitations for violating state securities laws varies from state to state. If a
state court were to hold that we violated state securities laws, we could be
forced to rescind the sales of our securities, requiring significant monetary
payments to the claiming owners equaling approximately $16,280 as of March 31,
2001. These claims, if successful, could exceed our cash reserves and require us
to borrow funds and would materially and negatively affect our results of
operations and financial condition.



                                       16

<PAGE>

Item 7. Financial Statements

Our financial statements, together with the report of auditors, are included in
this report after the signature pages.

                                       17

<PAGE>

PART IV

Item 13. Exhibits and Reports on Form 8-K

(a)   The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules
     immediately following the signature pages of this report.

2.   Financial statement schedules; see index to financial statements and
     schedules immediately following the signature pages of this report.

3.  Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated: see index to exhibits immediately following financial
statements and schedules of this report.

3(i)      Certificate of Incorporation, as amended (1)

3.2       Bylaws, as amended (1)

(1)  Incorporated by reference to the Registrant's Form SB-2, filed on (SEC File
     No. (333-42311).

(b)  Reports on Form 8-K: On November 16, 2001, we filed a Form 8-K under Item
     5, Other Events and Regualtion FD Disclosure.

                                       18
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                                    SILVER STAR FOODS, INC.

                                    By: /s/ Michael Trotta
                                    -----------------------------
                                            Michael Trotta
                                            President, Chief Executive
                                            Officer, Treasurer, Secretary
                                            and Director

Dated: February 5, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name                                        Title                       Date
----                                        -----                       ----
<S>                            <C>                                      <C>
/s/ Michael Trotta             President, Chief Executive Officer,      February 5, 2002
                               Treasurer, Secretary and Director
</TABLE>

                                       19
<PAGE>

                            SILVER STAR FOODS, INC.

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

                              FINANCIAL STATEMENTS

<PAGE>

                             -----------------------
                             SILVER STAR FOODS, INC.

                              FINANCIAL STATEMENTS
                             -----------------------

                             SILVER STAR FOODS, INC.

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000




                                    CONTENTS

                                                             Page

Independent auditors' report                                  F-1

Financial statements:

  Balance sheet                                               F-2

  Statement of operations                                     F-3

  Statement of stockholders equity (deficiency)               F-4

  Statement of cash flows                                     F-5

  Notes to financial statements                               F-6 - F-10

<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To The Board of Directors
Silver Star Foods, Inc.
Brooklyn, New York


     We have audited the accompanying balance sheets of Silver Star Foods, Inc.
as of March 31, 2001 and 2000 and the related statements of operations,
stockholders' equity (deficiency), and cash flows for the years ended March 31,
2001 and March 31, 2000. These financial statements are the responsibility of
the Company's Board of Directors. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Silver Star Foods, Inc. as
of March 31, 2001 and March 31, 2000, and the results of its operations,
stockholders' equity (deficiency) and cash flows for the years ended March 31,
2001 and March 31, 2000 in conformity with accounting principles generally
accepted in the United States of America.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred continuing losses and has a
working capital deficiency and a stockholders' equity deficiency. Those
conditions raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters are also described in Note
1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

     As discussed in Note 15 to the financial statements, the Company's March
31, 2001 financial statements have been restated.

                                                   Zeller Weiss & Kahn, LLP
June 18, 2001 except for Notes 10, 14
and 15 which are dated December 27, 2001
Mountainside, New Jersey

                                       F-1

<PAGE>

                             SILVER STAR FOODS, INC.

                     BALANCE SHEET - MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                     ASSETS
                                                                                       2001                2000
                                                                                       ----                ----
                                                                                    (Restated)
                                                                                     --------
Current assets:
<S>                                                                                 <C>                <C>
  Cash                                                                              $   13,207
  Accounts receivable                                                                    8,863         $   12,955
  Prepaid expense                                                                       10,000
  Other current assets                                                                   3,420
                                                                                    ----------         ----------
    Total current assets                                                                35,490             12,955
                                                                                    ----------         ----------

Other assets:
  Tradename, less accumulated
   amortization of $82,001 and $68,334                                                 122,999            136,666
  Deposits                                                                                 255                255
  Stockholder loan                                                                      41,411
                                                                                    ----------         ----------
    Total other assets                                                                 164,665            136,921
                                                                                    ----------         ----------

                                                                                    $  200,155         $  149,876
                                                                                    ==========         ==========
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
  Cash overdraft                                                                                       $    2,859
  Bridge loan payable                                                               $   75,000             75,000
  Notes payable - tradename                                                             17,092             17,092
  Accounts payable                                                                     585,921            503,263
  Payroll taxes payable                                                                 78,314             78,314
  Loans payable - other                                                                 26,000             26,000
  Accrued expenses                                                                     300,037            338,967
  Stockholder loan                                                                                         11,332
                                                                                    ----------         ----------
    Total current liabilities                                                        1,082,364          1,052,827
                                                                                    ----------         ----------
Commitments and contingencies

Common stock subject to rescission                                                      16,280
                                                                                    ----------
Stockholders' equity (deficiency):
  Preferred stock - $.001 par value
   authorized 1,000,000 shares, none
   issued
  Common stock - $.0001 par value, authorized - 50,000,000 shares, issued and
   outstanding - 12,741,584
   and 3,331,000 shares, respectively                                                    1,277                333
  Common stock subscriptions                                                                              625,000
  Paid in capital                                                                    1,796,318            333,587
  Deficit                                                                          ( 2,096,484)       ( 1,861,871)
  Less:  Stock subscriptions receivable                                            (   599,600)
                                                                                    ----------         ----------

    Total stockholders' equity (deficiency)                                        (   898,489)       (   902,951)
                                                                                    ----------         ----------

                                                                                    $  200,155         $  149,876
                                                                                    ==========         ==========
</TABLE>

                       See notes to financial statements.
                                       F-2

<PAGE>

                             SILVER STAR FOODS, INC.

                             STATEMENT OF OPERATIONS

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                                                                       2001               2000
                                                                                       ----               ----
                                                                                    (Restated)
                                                                                     --------
<S>                                                                                <C>                <C>
Net sales                                                                           $  282,747         $  658,775
                                                                                    ----------         ----------

Costs and expenses:
  Cost of sales                                                                        245,090            516,934
  Operating expenses                                                                   258,603            426,915
  Amortization                                                                          13,667             13,667
                                                                                    ----------         ----------
    Total of costs and expenses                                                        517,360            957,516
                                                                                    ----------         ----------
Loss from operations                                                               (   234,613)       (   298,741)
                                                                                    ----------         ----------
Other expense:
  Amortization of deferred finance costs                                                                  374,351
                                                                                                       ----------
    Total other expenses                                                                                  374,351
                                                                                                       ----------

Net loss                                                                           ($  234,613)       ($  673,092)
                                                                                    ==========         ==========

Basic earnings (loss) per share                                                    ($      .03)       ($      .11)
                                                                                    ==========         ==========
Weighted average number of shares
 outstanding                                                                         9,132,003          6,554,678
                                                                                    ==========         ==========
</TABLE>

                       See notes to financial statements.
                                       F-3

<PAGE>


                             SILVER STAR FOODS, INC.

                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                                                                                          Retained
                                                          Common Stock                  Paid-in           Earnings
                                                   Shares             Value             Capital           (Deficit)
                                                   ------             -----             -------            -------
<S>                                          <C>                 <C>                 <C>                 <C>
Balance at March 31, 1999                       3,276,000        $        328        $    278,592        ($ 1,163,779)

Issuance of common stock and warrants
 for legal services rendered                       30,000                   3              29,997

Issuance of common stock and warrants
 for goods and services                            25,000                   2              24,998

Common stock subscriptions, unissued         $    625,000             625,000

Net loss for the year ended
 March 31, 2000                                                                                              (698,092)
                                             ------------        ------------        ------------        ------------

Balance at March 31, 2000                       3,331,000                 333             333,587          (1,861,871)
                                             ------------        ------------        ------------        ------------

Two for one stock split                         3,331,000                 333                (333)

Issuance of common stock for cash                 339,584                  34             348,341

Cash received for common stock
 subscriptions                                     11,280              11,280

Debt exchanged for common stock                   100,000                  10             624,990

Issuance of common stock per agreement
 later cancelled                                1,000,000                 100

Void agreement for exchange of
 common stock for account-payable                 (50,000)                 (2)            (24,998)

Issuance of common stock for services           2,090,000                 209              69,991
Issuance of common stock to
 founding shareholder                           2,000,000                 200                (200)
Issuance of common stock on
 behalf of selling agent                          600,000                  60             449,940
Net adjustment for common stock
 subject to rescission rights                                                              (5,000)
Net loss for the year ended
 March 31, 2001                                                                                              (234,613)
                                             ------------        ------------        ------------        ------------

Restated balance at March 31, 2001             12,741,584        $      1,277        $  1,796,318        ($ 2,096,484)
                                             ============        ============        ============        ============
</TABLE>


<TABLE>
<CAPTION>
                                                                                    Total
                                                  Common                            Share-
                                                  Stock            Stock           holders'
                                              Subscriptions   Subscriptions         Equity
                                                 Unissued       Receivable       (Deficiency)
                                                 --------       ----------        ----------
<S>                                          <C>                 <C>                 <C>
Balance at March 31, 1999                                                          ($   884,859)

Issuance of common stock and warrants
 for legal services rendered                                                             30,000

Issuance of common stock and warrants
 for goods and services                                                                  25,000

Common stock subscriptions, unissued           $  625,000                               625,000

Net loss for the year ended
 March 31, 2000                                                                        (698,092)
                                             ------------        ------------        ------------

Balance at March 31, 2000                         625,000                              (902,951)
                                             ------------        ------------        ------------

Two for one stock split                                                                       0

Issuance of common stock for cash                                 (149,500)             198,875

Cash received for common stock
 subscriptions                                     11,280                                11,280

Debt exchanged for common stock                  (625,000)                                    0

Issuance of common stock per agreement
 later cancelled                                                      (100)                   0

Void agreement for exchange of
 common stock for account-payable                                                       (25,000)

Issuance of common stock for services                                                    70,000
Issuance of common stock to
 founding shareholder                                                                         0
Issuance of common stock on
 behalf of selling agent                                          (450,000)                   0
Net adjustment for common stock
 subject to rescission rights                     (11,280)                              (16,280)
Net loss for the year ended
 March 31, 2001                                                                        (234,613)
                                             ------------        ------------        ------------
Restated balance at March 31, 2001           $          0        ($   599,600)       ($   898,489)
                                             ============        ============        ============
</TABLE>

                             See notes to financial
                                  statements.

                                       F-4

<PAGE>

                             SILVER STAR FOODS, INC.

                             STATEMENT OF CASH FLOWS

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                                                                       2001                2000
                                                                                       ----                ----
                                                                                    (Restated)
                                                                                     --------
Cash flows from operating activities:
<S>                                                                                  <C>                <C>
   Net loss                                                                          ($234,613)         ($698,092)
                                                                                      --------           --------
   Adjustments to reconcile net loss to net
    cash provided by (used in) operating
    activities:
      Amortization                                                                      13,667            388,017
      Stock issued for professional services                                            45,200             55,000
      Increase (decrease) in cash flows as a
       result of changes in asset and liability
       account balances:
         Accounts receivable                                                             4,092              3,044
         Prepaid expense                                                             (  10,000)
         Other current assets                                                        (   3,420)               550
         Deposits                                                                                           5,000
         Accounts payable                                                               82,658            173,013
         Accrued expenses                                                            (  38,930)            84,509
                                                                                      --------           --------
           Total adjustments                                                            93,267            709,133
                                                                                      --------           --------
         Net cash provided by (used in) operating
          activities                                                                 ( 141,346)            11,041
                                                                                      --------           --------
Cash flows from financing activities:
  Cash overdraft                                                                     (   2,859)             2,859
  Stockholder loan                                                                   (  52,743)         (  16,330)
  Proceeds from issuance of common stock                                               198,875
  Proceeds from common stock subscriptions                                              11,280
                                                                                      --------           --------
         Net cash provided by (used in) financing
          activities                                                                   154,553          (  13,471)
                                                                                      --------           --------
Net increase (decrease) in cash                                                         13,207          (   2,430)

Cash, beginning of year                                                                      0              2,430
                                                                                      --------           --------
Cash, end of year                                                                     $ 13,207           $      0
                                                                                      ========           ========
Supplemental schedule of non-cash operating and financing transactions:

   Issuance of common stock for services:

      Consulting                                                                      $ 20,200
                                                                                      ========

      Legal expense                                                                   $ 25,000           $ 55,000
                                                                                      ========           ========
   Common stock subscriptions, unissued, in
    exchange for cancellation of bridge loan
    notes payable                                                                                        $625,000
                                                                                                         ========
</TABLE>

                       See notes to financial statements.
                                       F-5

<PAGE>

                             SILVER STAR FOODS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

1.      Going concern:

        The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. The Company has incurred continuing losses and
has a working capital deficiency of $1,046,874 and $1,039,872 at March 31, 2001
and 2000, respectively, and a stockholders' equity deficiency of $898,489 and
$902,951, respectively.

        During the year, the Company filed a registration statement with the
Securities and Exchange Commission in order to register 5,000,000 shares to
raise capital of approximately $7,500,000. The Company's registration statement
filing was made effective with the Securities and Exchange Commission in

January, 2001. Subsequent to such time, in March 2001, the registration was
amended to register shares to raise capital of $3,750,000.


        Based on these events, management believes that the Company has the
ability to continue operations during the subsequent fiscal year. The
accompanying financial statements do not include any adjustments relating to the
recoverability and classification of asset values or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

2.      Description of business:

        The Company was incorporated in the State of New York on March 28, 1995
under the name of Silver Star Ravioli Co., Inc. On July 21, 1997, the Company
filed a Certificate of Amendment of Incorporation authorizing the Company to
issue an aggregate of up to 15,000,000 shares, $.0001 par value.

        On July 28, 1997, the Board of Directors resolved to change the name of
the Company to Silver Star Foods, Inc. and filed a Certificate of Amendment of
the Certificate of Incorporation to that effect.

        In June, 2000 the Company filed a Certificate of Amendment of
Incorporation increasing its authorization to issue shares of its $.0001 par
value common stock to 50,000,000.

        The Company is presently a distributor of frozen pasta food products
which it markets under the "Silver Star" name. The Company initially acquires
its prepared pre-packaged products from a local manufacturer.

3.      Summary of significant accounting policies:

        Cash:
         The Company places its temporary cash investments with high credit
quality financial institutions, which at times may be in excess of the FDIC
insurance limit.

                                       F-6

<PAGE>

                             SILVER STAR FOODS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

3.      Summary of significant accounting policies (continued):

        Revenue recognition:
         The Company recognizes revenue as its goods and services are picked up
by its shipping carriers and delivered to customers. The Company has adopted
Securities and Exchange Commission Staff Accounting Bulletin No. 101 "Revenue
Recognition in Financial Statements". The adoption did not have a material
impact on the Company's results of operations or financial condition.

        Slotting fees:
         The accompanying financial statements reflect slotting fee expenditures
as charges to operations when incurred because (i) none of the slotting fees
were supported by written agreements and (ii) management was unable to forecast
the future economic benefits, if any, of the expenditures primarily due to the
Company's limited operating history. Slotting fees charged to operations for the
years ended March 31, 2001 and 2000 were $44,486 and $44,590, respectively.

        Intangible assets:
         The intangible asset, consisting of a tradename is periodically
reviewed by management to evaluate its future economic benefits or potential
impairment which may affect its recorded value to the Company. The tradename is
being amortized on a straight-line basis over 15 years.

        Income taxes:
         The Company has adopted Statement of Financial Accounting Standards No
109 ("SFAS 109"), "Accounting for Income Taxes" at its inception. Under SFAS
109, the deferred tax provision is determined under the liability method. Under
this method, deferred tax assets and liabilities are recognized based on the
differences between the financial statement carrying amount and the tax bases of
assets and liabilities using presently enacted tax rates.

        Earnings per share:
         The income (loss) per share for the years ended March 31, 2001 and 2000
has been calculated based on the weighted average number of common shares
outstanding. During the periods presented the Company had no common stock
equivalents issued or outstanding. Therefore, basic and diluted earnings per
share are the same.

        Recently issued pronouncements:
         Several new pronouncements have been issued by the Financial Accounting
Standards Board. The Company has reviewed these and feel they do not have a
direct material effect in the financial statements for the years ending March
31, 2001 and 2000.

        Use of Estimates:
         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

                                       F-7

<PAGE>

                             SILVER STAR FOODS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

4.      Accounts receivable:

        Accounts receivable consist of trade receivables arising in the ordinary
course of business and are presented net of estimated discounts and allowances
of $8,863 and $12,955 as at March 31, 2001 and 2000, respectively. Management
continually reviews its trade receivable credit risk and has adequately allowed
for potential losses.

5.      Tradename:

        The Company acquired the rights to the "Silver Star" tradename from a
related party of the principal stockholder pursuant to an agreement which was
formalized in July 1997 at a cost of $205,000. The Company has been using the
tradename since it's inception. As of March 31, 2001 the balance on the note
payable for the tradename is $17,092.

6.      Income taxes:

        At March 31, 2001, the Company has a net operating loss carryforward
amounting to approximately $2,096,484 available to reduce future taxable income
which expire in the years 2010 through 2016, which upon recognition may result
in future tax benefits of approximately $584,390. At March 31, 2001 management
is unable to determine if the utilization of the future tax benefit is not
likely and accordingly, the asset of approximately $584,390 has been fully
offset by a valuation allowance equal to the tax benefit.

        A reconciliation of the statutory income tax effective rate is as
follows:
                                                         2001             2000
                                                         ----             ----

           Federal statutory rate                       (34.0%)          (34.0%)
           State and local taxes                          0.2              0.3
           Creation (utilization) of net operating
            loss carryforward                            34.0             34.0
                                                         ----             ----
           Effective tax rate                            0.2%             0.3%
                                                         ====             ====

7.      Commitments and contingencies:

        The Company has entered into a manufacturing agreement for the
procurement of product. The agreement calls for price adjustments semiannually
based on cost increases if any, relating to raw materials.
        At March 31, 2001, the Company had two outstanding judgments in the
amounts of $284,352 and $88,572 from two of its vendors for accounts payable
due. These amounts are included in accounts payable in the Company's balance
sheet. The first of these judgments has been paid down approximately 30%
subsequent to the balance sheet date.

                                       F-8

<PAGE>

                             SILVER STAR FOODS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

8.      Transactions with major customers and suppliers:

        During the years ended March 31, 2001 and 2000, the Company had sales to
five customers amounting to approximately 96.5% and 96.5%, respectively, of the
Company's net sales for the period. The loss of any of these customers could be
expected to have a material impact on the Company's results of operations in
future periods.

        The Company purchases all of its products from a single supplier. The
loss of this supplier could have a material impact on the Company's ability to
obtain product for resale to its customers in future periods.

9.      Bridge loan payable:

        In August, 1998, the Company obtained bridge financing, whereby it
raised an aggregate of $700,000 and received net proceeds of $616,000 after
underwriter's commissions and before other related expenses. The Company used
$400,000 of the proceeds to satisfy the notes payable incurred in the purchase
of 1,600,000 shares of the Company's common stock in April and May, 1998.

        In addition to each promissory note in the principal sum of $25,000, the
28 units sold include 2,000 shares of the Company's common stock and 2,000
redeemable common stock purchase warrants. The promissory notes bear no
interest.

        In February 2000, holders of the bridge loan promissory notes totalling
$625,000 agreed to exchange their respective notes payable for 25,000 shares
each of the Company's common stock. These shares were issued in September, 2000.
The Company has outstanding bridge loans payable in the amount of $75,000 at
March 31, 2001 and 2000. The notes are payable on demand and are non interest
bearing.

10.     Common stock subject to rescission:

        The Company has received funds for stock subscriptions in the amount of
$16,280, representing 8,167 shares. These shares have not been issued as of
March 31, 2001 and the funds have been classified as common stock subject to
rescission rights as described in Note 15.

11.     Stock option plan:

        The Company has an incentive stock option plan covering all existing
employees. As of March 31, 2001 no options have been granted.

                                       F-9

<PAGE>

                             SILVER STAR FOODS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

12.     Related party transactions:

        The Company leases office space from its principal shareholder on a
month to month basis at a cost of $1,000 per month.

        The Company has received and advanced funds from a principal
shareholder. There is no designation as to when these funds will be repaid.

        Loans payable in the amount of $26,000 are due to a relative of the
Company's principal shareholder. The loans are due on demand and are non-
interest bearing.

13.     Restated number of shares:

        The number of shares utilized in the calculation of loss per share in
the statement of operations for the year ending March 31, 2000 have been
restated to reflect the two for one stock split effected by the Company during
year ending March 31, 2001.

14.     Subsequent events:

        Subsequent to the balance sheet date, one of the holders of the bridge
loan payable has agreed to exchange his note in the amount of $25,000 for shares
of the Company's common stock.

        As of March 31, 2001 the Company held agreements to sell 24,300 shares
of its common stock. All of these shares except 1,000 have been issued as of
December 27, 2001.

     As of December 27, 2001, the Company retired 2,450,000 shares of its
corporate common stock arising from an agreement subsequently cancelled. The
Company expects to retire approximately 2,350,000 additional shares in the near
future.

15.     Restatement:

        The Company has restated its financial statements to disclose potential
liability attributable to common stock rescission rights. The net effect of this
change was to reclassify $16,280 at March 31, 2001 out of stockholder's equity
into common stock subject to rescission on the balance sheet.

                                      F-10