## UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington,
D.C. 20549

## FORM 10-KSB

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

For the fiscal year ended March 31, 2002.

Commission File Number 0-25673

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

|New York                        | 11-3265942         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

1251 East Linden Avenue
Linden, New Jersey  07036
(Address of principal executive offices) (Zip Code)
(908) 587-2900
(Registrant''s telephone number, including area code)

7520 Avenue V
Brooklyn, New York 11234
(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 twelve months (or for such
shorter periods that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

| | Yes | X |  | No | 
| | --- | - |  | -- | 

Check 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. ( )

| | Yes | X |  | No | 
| | --- | - |  | -- | 

Revenues for year ended March 31, 2002: $3,890

Number of shares of the registrant's common stock outstanding as of July 11,
2002, was: 16,715,084

## PART I

Item 1.     Description
of Business

ABOUT US

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 did not promote any of our products
during most of the fiscal year ending March 31, 2002. However, we had a nominal
amount of sales in March 2002. Commencing April 2002, we re-established our
promotional activities and starting making presentations to additional customers
within the New York metropolitan area. As of April 2002, we have been re-slotted
in the New York metropolitan area in the Key Foods stores. 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.

Effective May 1, 2002, we
signed a sublease agreement with Maximum Quality Foods, Inc. For our new
executive office located at 1251 East Linden Avenue, Linden, New Jersey. We also
signed an equipment acquisition with Maximum Quality Foods for the acquisition
of certain storage equipment, including freezers for our products, located at
the premises.

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.

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.

SALES AND DISTRIBUTION

We previously sold our
products through sales representatives, known in the industry as food brokers.
Z-Mark Sales, located in New Jersey, is our sole food broker in the NY metro
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.

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.

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.

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.

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. To date, we have paid Mt. Rose the full amount of the
judgment.

MANUFACTURING

Currently, we have a sublease
on an 18,000 square feet building in Linden, New Jersey with freezers and refrigerators for
our products.

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.

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.

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 in the second half of 2002.

MAXIMUM QUALITY FOODS AGREEMENTS

On May 1, 2002, we entered
into the following agreements with Maximum Quality Foods, Inc: sublease
agreement, equipment acquisition agreement and a $72,000 promissory note in
favor of Maximum Quality Foods.

The sublease agreement
provides for the sublease of approximately 18,000 square feet at 1251 East
Linden Avenue, Linden, New Jersey. The sublease payments we owe are $9.875 per
month or $118,500 per year. The term of the sublease commenced on May 1, 2002
and expires on May 31, 2004. We provided a security deposit of $29,625.

The equipment acquisition
agreement provided for our purchase of certain refrigeration equipment for our
products such as freezer rooms and compressors for the purchase price of
$72,000. We executed a promissory note in favor of Maximum Quality Foods for
$72,000. The promissory note is for a 3 year period and provides for monthly
principal payments of $2,000 each. No interest accrues on the promissory note
unless it defaults on any payments.

EMPLOYEES

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

Item 2.     Description of Property

We currently lease office
space pursuant to a sublease agreement dated May 1, 2002 for property located at
1251 East Linden Avenue, Linden, New Jersey. The space is approximately 18,000
square feet. The present monthly rent is $9,875 per month or $118,500 per year.
The sublease commenced May 1, 2002 and expires on May 31, 2004. We believe that
this space is sufficient for us at this time.

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. To date, we have paid Mount Rose the full $283,461.79.

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
negotiated a settlement of this matter for the sum of $63,000.  To date, we have paid $25,000
and owe $38.000.

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

None.

## PART II

Item 5.     Market
for Common Equity and Related Stockholder Matters

On July 12, 2002, there
were 47 shareholders of record of our common stock. Based on information
received from brokers and others in fiduciary capacities, we estimate that the
total number of shareholders of our common stock does not exceed 500. Our common
stock is available for trading through electronic trading services via the OTC
Bulletin Board.

The following table sets
forth, for the periods indicated, the range of high and low closing bid prices
for our common stock through June 30, 2002 and as available through electronic
trading services subsequent to such date. Our common stock started trading on
the OTC Electronic Bulletin Board during the first quarter of 2001.

| |                    | Common Stock Bid
| | ------------------ | ----------------
| | Fiscal Quarter     | High            
| | June 30, 2001      | 3.125           
| | September 30, 2001 | 2.200           
| | December 31, 2001  | 2.050           
| | March 31, 2002     | 1.900           
| | June 30, 2002      | 1.580           

Dividends

We do not intend to retain
future earnings to support our growth. Any payment of cash dividends in the
future will be dependent upon: the amount of funds legally available; our
earnings; financial condition; capital requirements; and other factors which our
Board of Directors deems relevant.

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

GENERAL

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 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 they are participating in the store circulars.

During our fiscal first,
second and third quarters ending December 31, 2001 ("fiscal 2001"), we
decided to stop promotional activities due to the increasing amount of time and
effort required in connection with our ongoing efforts to complete our
registered offering, and our lack of operating capital. This resulted in a
decline in net sales.

We have contracted with a
new food brokerage company and plan to reestablish our sales with in the tri
state New York area and surrounding markets. We plan to use the initial funds
raised from the offering to re-slot our products into existing customers and
expand into new customers. We then plan on acquiring space for the installation
of a manufacturing facility. This 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 first publication run of the magazine
is scheduled to be completed in May and the magazine should become available
through several channels of distribution shortly thereafter.

Our independent accountants
have issued a going concern opinion in their report as of March 31, 2002, citing
our recurring operating losses for the years ending March 31, 2002 and 2001 of
$287,422 and $264,013 respectively. These losses raise substantial doubts about
our ability to continue as a going concern. Our plans with respect to these
issues include and are primarily based upon the registered offering.

RESULTS OF OPERATIONS FOR
THE YEAR ENDING MARCH 31, 2002 AS COMPARED TO MARCH 31, 2001.

We had net sales of $3,890
for the year ending March 31, 2002 as compared to $282,747 for the year ending
March 31, 2001, a decrease of $278,857 (98%). 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.

Costs of sales decreased
during the year ending March 31, 2002 to $1745 from $245,090 for the year ending
March 31, 2001, a decrease of $243,345 (99%). The decrease corresponds to our
decrease in sales for the comparative periods. As a percentage of net sales,
costs of sales were approximately 45% and 87% for the years ending March 31,
2002 and 2001 respectively.

Operating expenses
increased to $275,920 from $258,603 for the year ending March 31, 2002 as
compared to 2001, an increase of $17,317 (7%).

Amortization expense for
the comparative periods was $13,677 in each of the years ending March 31, 2002
and 2001 in relation to the trade name.

We had a net loss for the
year ending March 31, 2002 of $287,442 as compared to a net loss of $234,613 for
the year ending March 31, 2001, an increase of $52,829 (23%).

YEARS ENDING MARCH 31, 2001
AS COMPARED TO DECEMBER 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 lack of working capital. Additionally, the Company was
unable to participate in many store promotions due to the temporary loss of its
food broker during the year ending March 31, 2000

Costs of sales decreased
$271,844 or 53% to $245,090 for the year ending March 31, 2001 from $516,934 for
the year ending March 31, 2000. As a percentage of net sales, cost of sales
increased to 87% for the year ending March 31, 2001 from 79% for the year ending
March 31, 2000. These increases are attributed to product price increases to the
Company during the year ending March 31, 2001.

Operating expenses were
$258,603 for the year ending March 31, 2001 as compared to $426,915 for the year
ending March 31, 2000, a decrease of $168,312. Amortization expense was
approximately $13,667 for each of the years ending March 31, 2001 and , 2000,
respectively.

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 and $34,150 as of March 31, 2002.
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.

Item 7.     Financial
Statements

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

Item 8.     Changes
In and Disagreements With Accountants on Accounting and Financial Disclosure

Our accountant is Zeller
Weiss & Kahn, LLP of Mountainside, New Jersey. We do not presently intend to
change accountants. At no time has there been any disagreements with such
accountants regarding any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

## PART III

Item 9.     Directors,
Executive Officers, Promoters and Control Persons:   Compliance With
Section 16(a) of the Exchange Act

Our directors and officers,
as of March 31, 2002, are set forth below. The directors hold office for their
respective term and until their successors are duly elected and qualified.
Vacancies in the existing Board are filled by a majority vote of the remaining
directors. The officers serve at the will of the Board of Directors.

|Name           | Age | Director/Position                    
|-------------- | --- | -------------------------------------
|               |     |                                      
|Michael Trotta | 37  | President/CEO/CFO/
Secretary/Director
|Vincent Trotta | 74  | Director                             
|Barry Sherman  | 57  | Director                             
|Dennis Lore    | 52  | Director                             

MICHAEL TROTTA has served as our Chairman, Chief Executive Officer, President, Chief
Financial Officer, Secretary and Director since our formation in 1995. Prior to founding us,
Mr. Trotta served as Vice-President--Manufacturing of Little Italy Frozen Foods, Inc. from
1993 to 1994. Mr. Trotta worked for SSRM from 1987 to 1992 in various positions including
Plant Manager and Vice President. Initially, Mr. Trotta was employed in the Shipping and
Receiving department. Shortly thereafter, Mr. Trotta was named Plant Manager where he
supervised over 30 employees and was responsible for all the plant's daily operations. Mr.
Trotta was Vice-President of SSRM when it filed bankruptcy and was subsequently liquidated
in 1992. In December 1996, Mr. Trotta filed for personal bankruptcy, primarily as a result
of debts incurred personally in connection with SSRM. Mr. Trotta emerged from bankruptcy
protection in March 1997. Mr. Trotta is Vincent Trotta's son.

VINCENT TROTTA has served as our director since September 1998. He has been involved in the
food business since 1949 when he became SSRM's production manager. Mr. Trotta has also served
as SSRM's Plant Manager and President. He retired from SSRM in 1979. Mr. Trotta is the father
of Michael Trotta.

BARRY SHERMAN has served as
our director since September 1998. Mr. Sherman has been involved in the retail
sales and brokerage business for nearly fifty years. For 32 years, Mr. Sherman
was employed by Waldbaum's, where he served as Vice President of Merchandising
for 15 years. Mr. Sherman is currently Vice President of Red Apple Supermarkets.
He commenced employment with Red Apple Supermarkets in July, 1997. From 1993
until his employment with Red Apple Supermarkets, he was a principal of
RDI/Enterprise Marketing, which was involved in the food brokerage industry.

DENNIS LORE has served as
our director since September 1998. Presently, Mr. Lore is the owner and operator
of Pineview Development Company, a developer of real estate in Upstate New York.
Mr. Lore was the principal owner of RDO Brokerage from 1987 to 1993. RDO
Brokerage specializes in frozen food sales and marketing in the New York
metropolitan area. From 1985 to 1987, he was a partner in Norlen Futuran
Brokerage Co., specializing in dairy and fast food accounts in the New York
metropolitan area. Prior to such time, he worked for M.W. Houck food brokers in
such capacities as Director of Sales and Marketing, Liaison between
manufacturers, brokers and customers and account manager.

All officers and directors
listed above will remain in office until the next annual meeting of our
stockholders, and until their successors have been duly elected and qualified.
There are no agreements with respect to the election of Directors. We have not
compensated our Directors for service on our Board of Directors, any committee
thereof, or reimbursed for expenses incurred for attendance at meetings of our
Board of Directors and/or any committee of our Board of Directors. Officers are
appointed annually by our Board of Directors and each Executive Officer serves
at the discretion of our Board of Directors. We do not have any standing
committees. Our Board of Directors may in the future determine to pay
Directors fees and reimburse Directors for expenses related to their
activities.

None of our Officers and/or
Directors have filed any bankruptcy petition, been convicted of or been the
subject of any criminal proceedings or the subject of any order, judgment or
decree involving the violation of any state or federal securities laws within the past 5
years.

Certain Legal Proceedings

No of our directors, nominees for director, or executive officers has appeared as a party in
any legal proceeding material to an evaluation of his ability or integrity during the past
five years.

Compliance with Section 16(a) of the Exchange Act

To date, we are required to
file a Form 5 for the fiscal year ending March 31, 2002 which has not yet been
undertaken.

Item 10.     Executive
Compensation

The following information
relates to compensation received by our Chief Executive Officer in fiscal year
ending March 31, 2002, to executive officers who were serving as of fiscal year
ending March 31, 2002, whose salary and bonus during fiscal year ending March
31, 2002 exceeded $100,000. In 2001, no officer received compensation in excess
of $100,000.

Summary Compensation Table

|Annual Compensation
Name and Principal Position | Year | Salary | Bonus | Restricted Stock Award
|----------------------------------------------- | ---- | ------ | ----- | ----------------------

None

Employment Agreements.
Michael Trotta entered into a 3 year employment agreement with us on September
15, 1998. Mr. Trotta's compensation under the agreement is $104,000 during the
initial annual term with increases in the succeeding 2 years of the term equal
to the greater of 10% from the previous year's salary or the cost of living
adjustment recognized in the area where Mr. Trotta resides. Mr. Trotta is also
entitled to reimbursement of substantiated expenses, a monthly car expense equal
to $750 per month and options to acquire 100,000 shares of Common Stock at $6.00
per share. Notwithstanding the employment agreement, Mr. Trotta did not take a
salary in fiscal year ending March 31, 2001 and 2002.

In February 2002, our subsidiary
entered into a consulting agreement with John C. Meringolo to assist in the
development of the Muhammad Ali Magazine and promote and distribute the magazine.

Item 11.     Security
Ownership of Certain Beneficial Owners and Management

The following table sets
forth as of July 12, 2002, information with respect to the beneficial ownership
of our common stock by (i) each person known by us to own beneficially 5% or
more of such stock, (ii) each of our Directors who owns any common stock, and
(iii) all of our directors and officers as a group, together with their
percentage of beneficial holdings of the outstanding shares.

|Name of Beneficial Owner/
Identity of Group                 | Number of Shares of
Common Stock
Beneficially Owned | % of Beneficial
Ownership
|----------------------------------------------------------- | --------------------------------------------------- | -------------------------
|                                                            |                                                     |                          
|Michael Trotta                                              | 6,400,000                                           | 38.29%                   
|                                                            |                                                     |                          
|Vincent Trotta                                              | 1,000,000                                           | 5.98%                    
|                                                            |                                                     |                          
|All directors and executive
officers as a group
(2 persons) | 7,400,000                                           | 44.27%                   

(1) The persons named in
this table have sole voting and investment power with respect to all shares of
common stock reflected as beneficially owned by each.

Item 12.     Certain
Relationships and Related Transactions.

We have received loans from
(a) Michael Trotta; (2) and Vincent Trotta, Sr., a director and father of
Michael Trotta, in the amount of $26,000. The loans are due on demand and are
non-interest bearing.

We have not and do not
intend to enter into any additional transactions with our management or any
nominees for such positions. We have not and do not intend to enter into any
transactions with our beneficial owners. We are not a subsidiary of any parent
company.

Our management is involved
in other business activities and may, in the future become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between our business and their
other business interests. We have not and do not intend in the future to
formulate a policy for the resolution of such conflicts.

## 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.

|3.1. | 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
January 24, 2002, we filed a Form 8-K under Item 5, Other Events and Regulation
FD Disclosure.

## 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.

|By: | /s/ Michael TrottaMICHAEL TROTTAPresident, Chief Executive
Officer, Treasurer, Secretary and Director
|--- | -----------------------------------------------------------------------------------------------------

Dated:     July 15,
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.

|By: | /s/
         Michael Trotta
MICHAEL TROTTA | President, Chief Executive Officer,
Treasurer, Secretary and Director | Dated:   July 15, 2002
|--- | ------------------------------------------ | --------------------------------------------------------------------- | ----------------------

|By: | /s/
         Vincent Trotta
VINCENT TROTTA | Director | Dated:   July 15, 2002
|--- | ------------------------------------------ | -------- | ----------------------

|By: | BARRY SHERMAN | Director | Dated:   July 15, 2002
|--- | ------------- | -------- | ----------------------

|By: | /s/
         Dennis Lore
DENNIS LORE | Director | Dated:   July 15, 2002
|--- | ------------------------------------ | -------- | ----------------------

`SILVER STAR FOODS, INC. AND SUBSIDIARY

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


                                    CONTENTS

                                                          Page

Independent auditors' report                               F-1

Consolidated 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 consolidated financial statements            F-6 - F-11






-------------------------------------------------------------------------------
Zeller Weiss& Kahn, LLP
CERTIFIED PUBLIC ACCOUNTANTS
-------------------------------------------------------------------------------
                                                                                                                                                1084 Route 22 West
          Melvin H. Zeller, CPA Stephen E. Rosenthal, CPA Philip E. Hunrath, CPA
         Harold N. Binenstock, CPA Alfred J. Padovano, CPA Peter J. Quigley, CPA

Mountainside, NJ 07092
TEL: 908-789-0011
FAX: 908-789-0027

                          INDEPENDENT AUDITORS' REPORT

To The Board of Directors
Silver Star Foods, Inc. and Subsidiary
Linden, New Jersey

     We have audited the accompanying consolidated balance sheet of Silver Star
Foods, Inc. and Subsidiary as of March 31, 2002 and the related consolidated
statements of operations, stockholders' equity (deficiency), and cash flows for
the years ended March 31, 2002 and 2001. These consolidated financial statements
are the responsibility of the Company's Board of Directors. Our responsibility
is to express an opinion on these consolidated 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Company, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Silver Star
Foods, Inc. and Subsidiary as of March 31, 2002, and the results of its
operations, stockholders' equity (deficiency) and cash flows for the years ended
March 31, 2002 and 2001 in conformity with accounting principles generally
accepted in the United States of America.

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

                                                   Zeller Weiss & Kahn, LLP
May 24, 2002
Mountainside, New Jersey

                                       F-1






                     SILVER STAR FOODS, INC. AND SUBSIDIARY

                   CONSOLIDATED BALANCE SHEET - MARCH 31, 2002



                                     ASSETS

Current assets:
  Cash                                                        $  502,656
  Accounts receivable                                              3,890
  Prepaid expense                                                403,725
  Other current assets
  Loan receivable                                                 40,000
                                                              ----------
    Total current assets                                         950,271
                                                              ----------

Property and equipment, net                                        1,695
                                                              ----------
Other assets:
  Tradename, less accumulated
   amortization of $95,668 and $82,001                           109,332
  Deposits                                                           255
  Stockholder loan                                               156,280
  Investment                                                       5,500
                                                              ----------
    Total other assets                                           271,367

                                                              $1,223,333
                                                              ==========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Bridge loan payable                                         $   50,000
  Notes payable - tradename                                       17,092
  Accounts payable                                               312,422
  Payroll taxes payable                                           78,314
  Loans payable - other                                            1,000
  Accrued expenses                                               263,367
                                                              ----------
    Total current liabilities                                    722,195
                                                              ----------
Commitments and contingencies

Common stock subject to rescission                                34,150
                                                              ----------
Stockholders' equity:
  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 - 16,215,084

   and 12,741,584 shares, respectively                             1,624
  Common stock subscriptions                                      25,000
  Paid in capital                                              4,101,473
  Deficit                                                     (2,383,926)
  Less:  Stock subscriptions receivable                       (1,277,183)

    Total stockholders' equity                                   466,988
                                                              ----------
                                                              $1,223,333
                                                              ==========

                 See notes to consolidated financial statements.

                                       F-2






                     SILVER STAR FOODS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF OPERATIONS

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


                                                2002               2001


Net sales                                   $    3,890         $  282,747

Cost of sales                                    1,745            245,090
                                            ----------          ---------

Gross profit                                     2,145             37,657

Operating expenses                             289,587            272,270
                                            ----------          ---------

Net loss                                   ($  287,442)        ($ 234,613)
                                           ===========         ==========

Basic loss per share                       ($      .02)        ($     .03)
                                           ===========         ==========

Weighted average number of shares
 outstanding                                14,357,426          9,132,003
                                            ==========          =========


                 See notes to consolidated financial statements.

                                       F-3




                     SILVER STAR FOODS, INC. AND SUBSIDIARY

           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
                                      Total

                                                                                                                               Common                           Share-
                                                                                                             Retained          Stock            Stock           holders'
                                                                   Common Stock            Paid-in           Earnings      Subscriptions   Subscriptions        Equity
                                                            Shares          Value          Capital          (Deficit)         Unissued       Receivable      (Deficiency)

Balance at March 31, 2000                                3,331,000    $       333    $   333,587    ($1,861,871)    $   625,000

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

Debt exchanged for common stock                            100,000             10        624,990                       (625,000)

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)                       (11,280)
Net loss for the year ended March 31, 2001                                                             (234,613)
                                                        ----------    -----------    -----------    -----------     -----------

Balance at March 31, 2001                               12,741,584          1,277      1,796,318     (2,096,484)              0
                                                        ----------    -----------    -----------    -----------     -----------

Common stock issued for cash                                23,500              2         25,968

Common stock subscriptions receivables                   1,950,000            195      2,197,207

Payments on stock subscriptions receivable
Common stock subject to rescission                                                       (17,870)
Bridge note payable converted to common
 stock subscribed unissued                                                                                               25,000

Common stock issued for services                         1,500,000            150         99,850

Net loss for the year ended March 31, 2002                                                             (287,442)
                                                        ----------    -----------    -----------    -----------     -----------

Balance at March 31, 2002                               16,215,084    $     1,624    $ 4,101,473    ($2,383,926)    $    25,000
                                                        ==========    ===========    ===========    ===========     ===========














Balance at March 31, 2000                                             ($  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

Debt exchanged for common stock                                                 0

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

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

Issuance of common stock for services                                      70,200
Issuance of common stock to founding shareholder
Issuance of common stock on behalf of selling agent       (450,000)             0
Net adjustment for common stock
 subject to rescission rights                                             (16,280)
Net loss for the year ended March 31, 2001                               (234,613)
                                                       -----------     ----------

Balance at March 31, 2001                                 (599,600)      (898,489)
                                                       -----------     ----------

Common stock issued for cash                                  (100)        25,870

Common stock subscriptions receivables                  (2,197,402)             0

Payments on stock subscriptions receivable               1,519,919      1,519,919

Common stock subject to rescission                                        (17,870)

Bridge note payable converted to common
 stock subscribed unissued                                                 25,000

Common stock issued for services                                          100,000

Net loss for the year ended March 31, 2002                               (287,442)
                                                       -----------     ----------

Balance at March 31, 2002                              ($1,277,183)    $  466,988
                                                       ===========     ==========

                 See notes to consolidated financial statements.


                                      F-4



                     SILVER STAR FOODS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001



                                                           2002               2001
Cash flows from operating activities:

  Net loss                                           ($  287,442)         ($234,613)
                                                        ---------            -------
 Adjustments to reconcile net loss to net
   cash used in operating activities:
     Amortization and depreciation                         13,822             13,667
     Bad debt                                               9,120
     Stock issued for professional services               100,000             45,200
     Increase (decrease) in cash flows as a
      result of changes in asset and liability
      account balances:
        Accounts receivable                                 4,973              4,092
        Prepaid expense                              (   393,725)         (  10,000)
        Other current assets                                              (   3,420)
        Accounts payable                             (   273,499)             82,658
        Accrued expenses                             (    36,670)         (  38,930)
                                                     (   575,979)             93,267
                                                       ---------            -------

        Net cash used in operating activities        (   863,421)         ( 141,346)
                                                       ---------            -------

Cash flows from investing activities:

  Purchase of property and equipment                 (     1,850)
  Officer loan receivable                            (   114,869)
  Investment                                         (     5,500)
  Loans receivable                                   (    45,700)
                                                     ------------

        Net cash used in investing activities        (   167,919)
                                                     ------------

Cash flows from financing activities:

  Cash overdraft                                                          (   2,859)
  Stockholder loan                                                        (  52,743)
  Proceeds from issuance of common stock                1,545,789            198,875
  Proceeds from common stock subscriptions                                    11,280
  Loans payable, other                               (    25,000)
                                                       ---------            -------

        Net cash provided by financing activities       1,520,789            154,553
                                                        ---------            -------

Net increase in cash                                      489,449             13,207

Cash, beginning of year                                    13,207                  0

Cash, end of year                                      $  502,656           $ 13,207
                                                       ==========           ========

Supplemental schedule of non-cash operating
   and financing transactions:

   Issuance of common stock for services:

      Consulting                                       $  100,000           $ 20,200
                                                       ==========           ========

      Legal expense                                    $        0           $ 25,000
                                                       ==========           ========

   Common stock subscriptions, unissued, in
    exchange for cancellation of bridge loan
    note payable                                       $   25,000
                                                       ==========


                 See notes to consolidated financial statements.

                                       F-5





                     SILVER STAR FOODS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


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 had net operating losses of
     $287,442 and $234,613 at March 31, 2002 and 2001 respectively, as well as a
     loss in the immediate prior year.

     In March 2001, 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 $3,750,000. The Company received
     approximately $1,600,000 from the issuance of common stock during the year
     and at March 31, 2002, the Company's working capital and stockholders'
     equity were positive.

     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.

     In May 2001, the Company formed and incorporated Casa Mia Imports, Inc., a
     100% wholly owned subsidiary of Silver Star Foods, Inc. In December 2001,
     the subsidiary changed its name to Silver Star Media Group, Inc. (SSMG) and
     entered into an agreement to co-publish a magazine chronicling the history
     of the heavyweight boxing championship and featuring Muhammad Ali and other
     boxing champions. For the right to use Mr. Ali's name and likeness, the
     Company agreed to pay to G.O.A.T., Inc. the sum of $300,000 immediately.
     The magazine's content is subject to approval by G.O.A.T., Inc.

     The Company is to receive 15% of net profits after all costs of producing
     the magazine have been paid. An additional $200,000 paid to G.O.A.T., Inc.
     $300,000 paid to SSMG and costs incurred by other involved parties as per
     an agreement dated December 28, 2001 have been satisfied. The magazine is
     expected to be available at newsstands mid May 2002.

                                       F-6




                     SILVER STAR FOODS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


3.   Summary of significant accounting policies:

     Principles of consolidation:
     The accompanying consolidated financial statements include the accounts of
     the Company and its wholly owned subsidiary. Intercompany transactions and
     balances have been eliminated in consolidation.

     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. At March 31, 2002 the Company's cash balance was
     approximately $412,000 over the FDIC insured limit.

     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.

     Property and equipment:
     Property and equipment are recorded at cost and are depreciated over their
     estimated lives. Depreciation is computed on the straight-line method,
     which for office equipment is five years.

     Long-lived assets:
     The Company reviews property and equipment and certain identifiable
     intangible assets for impairment whenever events or changes in
     circumstances indicate the carrying amount of an asset may not be
     recoverable. Recoverability of these assets is measured by comparison of
     its carrying amount to future undiscounted cash flows the assets are
     expected to generate. If property and equipment and certain identifiable
     intangibles are considered to be impaired, the impairment to be recognized
     equals the amount by which the carrying value of the assets exceeds its
     fair market value. For the two years ended March 31, 2002 and 2001, the
     Company has made no material adjustments to its long-lived assets.

     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, 2002 and 2001 were $0
     and $44,486, respectively.

     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.

                                       F-7




                     SILVER STAR FOODS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

3.   Summary of significant accounting policies (continued):

     Earnings per share:
     The loss per share for the years ended March 31, 2002 and 2001 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, 2002 and 2001.

     In June 2001, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 142 (FAS 142), Goodwill and other
     Intangible Assets. FAS 142 provides guidance on applying generally accepted
     accounting principles to long-lived assets issues in financial statements.
     The Company will adopt FAS 142 as required in the first fiscal quarter of
     2002 and does not expect that such adoption will have a material effect on
     its consolidated results of operations and financial position.

     Comprehensive income:
     There were no items of other comprehensive income for the years ended March
     31, 2002 and 2001, and thus, net income is equal to comprehensive income
     for each of those years.

     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.

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 $0 and $8,863 as at March 31, 2002 and 2001, respectively.
     Management continually reviews its trade receivable credit risk and has
     adequately allowed for potential losses.

5.   Prepaid expenses:

     Prepaid expenses at March 31, 2002 consisted of the following:

         Website creation          $ 42,500
         Sales commissions            5,000
         Magazine costs             355,000
         Legal                        1,000
         Corporate taxes                225

                                   $403,725

                                       F-8



                     SILVER STAR FOODS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

6.   Property and equipment:

     At March 31, 2002, property and equipment consisted of the following:

         Office equipment                         $  1,850
         Less:  accumulated depreciation             155

                                                  $  1,695

7.   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 tradename is being
     amortized on a straight-line basis over a fifteen year period. Amortization
     expense was $13,667 for each of the years ending March 31, 2002 and 2001.

8.   Investment:

     The Company has an investment in a start-up business which will provide
     information via the internet on entertainment and dining in the Miami,
     Florida area.

9.   Income taxes:

     At March 31, 2002, the Company has a net operating loss carryforward
     amounting to approximately $2,346,000 available to reduce future taxable
     income which expire in the years 2010 through 2017, which upon recognition
     may result in future tax benefits of approximately $797,640. At March 31,
     2002 management is unable to determine if the utilization of the future tax
     benefit is more likely than not and accordingly, the asset of approximately
     $797,640 has been fully offset by a valuation allowance equal to the tax
     benefit.

10.  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, 2002, the Company had an outstanding judgment against it in
     the amount of $284,352 from one of its accounts payable vendors. The
     balance due on the judgment at March 31, 2002 was $47,844. The judgment was
     satisfied in full in May, 2002.

                                       F-9




                     SILVER STAR FOODS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


11.  Contracts and agreements:

     On January 18, 2002, the Company's subsidiary entered into an agreement
     with Norvia Group, Inc. for financial and business services for a twelve
     month period. As compensation for their consulting services, Norvia Group,
     Inc. is to receive 4% of the net proceeds from the Muhammad Ali collectible
     Magazine (the Magazine) after the Company recoups its initial $300,000
     investment. The consultant is not entitled to any compensation if the
     Company does not recoup the investment amount.

     On February 10, 2002, the Company's subsidiary entered into an agreement
     with Motorcar Holdings (Consultant) to assist in the development of the
     editorial and graphic design, internet order sales and warehousing of the
     magazine. As compensation for these services Consultant is to receive
     $100,000 plus 4% of the net proceeds of the magazine and 15% of all
     internet, merchant account and checks payable to magazine sales. Consultant
     is to be compensated after the Company recoups its initial investment in
     full. If the Company does not, Consultant is not entitled to any
     compensation.

     On February 20, 2002, the Company's subsidiary entered into an agreement
     with John C. Meringolo (Consultant) to assist in the development of the
     magazine and to promote and distinguish the product. As compensation for
     these services Consultant will receive 2,000,000 shares of the Company's
     stock, a $50,000 fee, $50,000 in expenses and a $100,000 bonus. All the
     monies are to be paid after the Company recoups its $300,000 investment. If
     this does not occur, Consultant is not entitled to any of the monetary
     consideration.

     Effective March 1, 2002, the Company entered into an agreement with Zmark
     Sales and Marketing to act as broker for Silver Star products in retail
     frozen packaging to the supermarket trade in the tri-state or New York
     metropolitan area. During the initial six month period, Zmark is to receive
     a flat rate commission of $2,500 per month and a commission rate based on a
     percentage of sales thereafter.

12.  Bridge loan payable:

     The Company has outstanding bridge loans payable in the amount of $50,000
     and $75,000 at March 31, 2002 and 2001. The notes are payable on demand and
     are non-interest bearing.

13.  Common stock subject to rescission:

     The Company has reclassified $34,150 of common stock and common stock
     subscribed, unissued from stockholders' equity to common stock subject to
     rescission rights in order to disclose potential liability related to the
     stock.

                                      F-10





                     SILVER STAR FOODS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

14.  Stock option plan:

     The Company has an incentive stock option plan covering all existing
     employees. As of March 31, 2002 no options have been granted.

15.  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 $18,092 are due to a relative of the
     Company's principal shareholder. The loans are due on demand and are
     non-interest bearing.

16.  Subsequent events:

     The Company entered into a sub-lease agreement for office and
     warehouse/manufacturing space located in Linden, New Jersey at the monthly
     rental amount of $9,875 plus applicable real estate taxes. The Company paid
     a rental security deposit of $29,625 and moved into the facility on May 1,
     2002. The sub-lease expires on June 1, 2004 with an option, subject to
     landlord approval, extending the lease through October 31, 2009.

     The Company also entered into an agreement to purchase the prefabricated
     freezers located at the leased premises at the price of $72,000, to be paid
     over three years at $2,000 per month.

     On April 17, 2002, the Company's subsidiary entered into an agreement with
     Digital Nation to act as the printer for the Muhammad Ali collectible
     magazine.

                                      F-11`