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

                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                         Commission file number 0-31881


                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.
                 (Name of Small Business Issuer in its Charter)


                Florida                                 65-0704155
   (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                   Identification No.)


                   8051 N.W. 36th Street, Miami, Florida 33166
               (Address of Principal Executive Offices) (Zip Code)


                                 (305) 500-9395
                           (Issuer's Telephone Number)

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


          Title of Each Class Name of Each Exchange on Which Registered
                                      None

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


                          Common Stock, Par Value $.001
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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. [ ]

State issuer's revenues (net loss) for its most recent fiscal year.  $(10,069)

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days. None.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: April 11, 2002:  406,000 shares of
Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

- None -

Transitional Small Business Disclosure Format (Check One)


Yes [ ]    No [X]

<PAGE>

                                Table of Contents


PART I

Item 1.       Description of Business

Item 2.       Description of Property

Item 3.       Legal Proceedings

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

PART II

Item 5.       Market for Common Equity and
              Related Stockholder Matters

Item 6.       Plan of Operation

Item 7.       Financial Statements

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

PART III

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

Item 10.      Executive Compensation

Item 11.      Security Ownership of Certain Beneficial
              Owners and Management

Item 12.      Certain Relationships and Related Transactions

Item 13.      Exhibits, Lists and Reports on Form 8-K


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Ocean  Fresh  Seafood  Marketplace,  Inc.  is a  Florida  corporation  that  was
incorporated  on October  4,  1996,  under the name Elm Tree  Capital  Corp.  We
changed our name two times to Cybercloseout.com,  Inc. and then Sitzen.com, Inc.
in early  1999.  In October  1999 we  changed  our name to Ocean  Fresh  Seafood
Marketplace, Inc.

Other than  organizational  activities,  we have not conducted  any  operational
activities since our incorporation.

We are actively  seeking a business  opportunity or acquisition.  Due to general
economic conditions,  rapid technological advances being made in some industries
and shortages of available capital,  management believes that there are numerous
private  companies  seeking  the  perceived  benefits  of a  publicly-registered
corporation.  These perceived benefits may include facilitating or improving the
terms on which additional  equity financing may be sought,  providing  liquidity
for incentive  stock  options or similar  benefits to key  employees,  providing
liquidity (subject to restrictions of applicable statutes), for all stockholders
and other factors.  Potentially,  available business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

Our proposed business activities classify our company as a "blank check" company
within  the  meaning  of Rule 419 of the  Securities  Act and Rule  15g-8 of the
Exchange Act. As we are classified as a blank check company, investors that have
been issued shares (or will be issued shares) of our common stock may be subject
to limitations on the transferability of their securities.

We  have  nominal   capital  with  which  to  provide  the  owners  of  business
opportunities  with any significant  cash or other assets.  However,  we believe
that we will be able to offer owners of acquisition  candidates the  opportunity
to acquire a controlling  ownership  interest in a  publicly-registered  company
without  incurring  the cost and time  required  to conduct  an  initial  public
offering.

ITEM 2. DESCRIPTION OF PROPERTY

We currently  maintain  our offices at 8051 N.W.  36th  Street,  Miami,  Florida
33166.  We occupy this office at no cost.  This space is  sufficient in order to
carry out our plan of operations.

ITEM 3.  LEGAL PROCEEDINGS

None.

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

None.

                                       1
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the pink sheets  under the symbol  OCEN.  Over the
past two fiscal years, our common stock has not been traded,  nor is there a bid
or ask price for the common stock.

As of  December  31,  2001,  there were  approximately  27 holders of our common
stock.

We are authorized to issue 750,000,000  shares of common stock, $.001 par value,
of which 406,000 shares were issued and outstanding as of December 31, 2001.

Dividend Policy

We have not paid any cash dividends on our common stock and presently  intend to
continue  a policy  of  retaining  earnings,  if any,  for  reinvestment  in our
business.

ITEM 6.  PLAN OF OPERATION

We currently have no operations or revenues. We are seeking to acquire assets or
shares of an entity actively  engaged in business which generates  revenues,  in
exchange for our securities.  We do not have any possible  acquisition of merger
candidates as of the date of this filing.

Our purpose is to seek, investigate and, if such investigation warrants, acquire
an interest in business opportunities presented to us by persons or firms who or
which desire to seek the  perceived  advantages  of an Exchange  Act  registered
corporation. We will not restrict our search to any specific business, industry,
or  geographical  location  and we may  participate  in a  business  venture  of
virtually  any kind or nature.  This  discussion  of the  proposed  business  is
purposefully  general  and is  not  meant  to be  restrictive  of our  virtually
unlimited   discretion  to  search  for  and  enter  into   potential   business
opportunities.  Our management anticipates that we may be able to participate in
only one potential  business  venture because we have nominal assets and limited
financial  resources.  This  lack of  diversification  should  be  considered  a
substantial  risk to our  stockholders  because  it will not permit us to offset
potential losses from one venture against gains from another.

The  analysis  of new  business  opportunities  is  undertaken  by, or under the
supervision of our executive  officers,  who may not be considered  professional
business  analysts.   We  intend  to  concentrate  on  identifying   preliminary
prospective business opportunities which may be brought to our attention through
present associations of our officers and directors,  or by our stockholders.  In
analyzing prospective business opportunities, we will consider such matters as:

o the available technical, financial and managerial resources;
o working capital;
o other financial requirements;
o history of operations, if any;
o prospects for the future;
o nature of present and expected competition;
o the quality and experience of management services which may be available
  and the depth of that management;
o the potential for further research, development, or exploration;
o the potential for growth or expansion;
o the potential for profit;
o the perceived public recognition of acceptance of products, services,
  or trades; and
o name identification.

                                       2
<PAGE>

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement  with another  corporation  or entity.  We may also  acquire  stock or
assets of an existing  business.  On the  consummation  of a transaction,  it is
probable that our present management and stockholders will no longer control us.
In addition, our board of directors may, as part of the terms of the acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
stockholders.  Any terms of sale of the shares  presently  held by any member of
management will be also afforded to all other  stockholders on similar terms and
conditions.  Any and all such sales will only be made in compliance with federal
and applicable state securities laws.

Except as required by law, we do not intend to provide our stockholders with any
complete   disclosure   documents,   including  audited  financial   statements,
concerning an  acquisition  or merger  candidate  and its business  prior to the
consummation of any acquisition or merger transaction.

We anticipate that we will incur nominal expenses in the  implementation  of our
business plan. We have generated  funds through loans from related  parties.  We
anticipate  that these funds should be  sufficient  to satisfy our  contemplated
cash requirements for the next 12 months.

We have incurred significant losses and have negative cash flow from operations.
Our auditors have  included a paragraph in their report on our annual  financial
statements  for the years  ended  December  31,  2001 and 2000  which  expresses
concern  about our ability to continue as a going  concern  unless we can secure
additional financing or generate revenues from operations. We expect significant
operating  losses to continue at least during 2002.  There can be no  assurances
that we will be able to secure  financing or, if available,  that such financing
can be obtained on favorable terms.

Employees

We have two part time employees that also serve as our management.  They are not
compensated.  We do not need to hire  additional  employees  to  facilitate  our
business plan.

Competition

We will remain an insignificant  participant among the marketplace of firms that
engage in the acquisition of business opportunities.  There are many established
venture  capital  and  financial  concerns  which  have  significantly   greater
financial and personnel  resources and technical  expertise  than we. In view of
our limited financial  resources and limited  management  availability,  we will
continue to be at a significant competitive disadvantage to our competitors.

ITEM 7.  FINANCIAL STATEMENTS

The financial information required by Item 7 is included commencing on Page F-1.


                                       3
<PAGE>


                     OCEAN FRESH SEAFOOD MARKETPLACE, INC.

                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report                                        F-2

Balance Sheet                                                       F-3

Statements of Operations                                            F-4

Statement of Stockholders' Deficit                                  F-5

Statements of Cash Flows                                            F-6

Notes to Financial Statements                                       F-7



                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Ocean Fresh Seafood Marketplace, Inc.
Boca Raton, Florida

     We have  audited the  accompanying  balance  sheet of Ocean  Fresh  Seafood
Marketplace, Inc. (a development stage enterprise), as of December 31, 2001, and
the related statements of operations,  stockholders'  deficit and cash flows for
the years ended December 31, 2001 and 2000.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audits 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 amount and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  of  Ocean  Fresh  Seafood
Marketplace, Inc. (a development stage enterprise), as of December 31, 2001, and
the results of its  operations  and its cash flows for the years ended  December
31, 2001 and 2000, in conformity with accounting  principles  generally accepted
in the United States of America.

     The  accompanying  financial  statements  have been prepared  assuming that
Ocean Fresh  Seafood  Marketplace,  Inc. will  continue as a going  concern.  As
discussed in Note 2(a) to the financial statements, the Company currently has no
established  sources of revenues.  This condition raises substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard  to  these  matters  are  also  described  in note  2(a).  The  financial
statements do not include adjustments that might result from the outcome of this
uncertainty.


                                             /s/Feldman Sherb & Co., P.C.
                                                Feldman Sherb & Co., P.C.
                                                Certified Public Accountants

New York, New York
April 11, 2002

                                      F-2

<PAGE>

                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.
                        (A Development Stage Enterprise)

                                  BALANCE SHEET

                                DECEMBER 31, 2001



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Accounts payable and accrued expenses                    $              22,200
 Due to shareholder                                                      35,585
                                                            --------------------
  Total current liabilities                                              57,785
                                                            --------------------

Stockholders' deficit:
 Common stock, $.001 par value;
  750,000,000 authorized,
  406,000 issued and outstanding                                            406
 Additional paid-in capital                                               4,619
 Accumulated deficit                                                    (62,810)
                                                            --------------------
 Total stockholders' deficit                                            (57,785)
                                                            --------------------
                                                          $                   -
                                                            ====================






                        See notes to financial statements
                                       F-3


<PAGE>

                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                               Year Ended December 31,                  October 4, 1996
                                     --------------------------------------------      (inception) through
                                            2001                    2000                December 31, 2001
                                     ---------------------    -------------------    ------------------------
                                                                                           (Unaudited)


<S>                                <C>                      <C>                    <C>
OPERATING EXPENSES                 $               10,069   $             33,984   $                  57,785
                                     ---------------------    -------------------    ------------------------

NET LOSS                           $              (10,069)  $            (33,984)  $                 (57,785)
                                     =====================    ===================    ========================

NET LOSS PER WEIGHTED AVERAGE
 SHARES OUTSTANDING                $                (0.02)  $              (0.08)  $                   (0.13)
                                     =====================    ===================    ========================

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                                       406,000               406,000                     462,032
                                     =====================    ===================    ========================


</TABLE>








                        See notes to financial statements
                                       F-4
<PAGE>

                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.
                        (A Development Stage Enterprise)

                       STATEMENT OF STOCKHOLDERS' DEFICIT


<TABLE>
<CAPTION>

                                       Common Stock                Additional                            Total
                             --------------------------------      Paid-In           Accumulated         Stockholders'
                                 Shares            Amount          Capital            Deficit            Deficit
                             --------------    --------------   --------------    -----------------    -----------------

<S>               <C> <C>          <C>      <C>               <C>              <C>                  <C>
Balance, December 31, 1999         406,000  $            406  $         4,619  $           (18,757) $           (13,732)

Net loss                              -                 -                -                 (33,984)             (33,984)
                             --------------    --------------   --------------    -----------------    -----------------

Balance, December 31, 2000         406,000               406            4,619              (52,741)             (47,716)

Net loss                              -                 -                -                 (10,069)             (10,069)
                             --------------    --------------   --------------    -----------------    -----------------

Balance, December 31, 2001         406,000  $           406   $         4,619  $           (62,810) $           (57,785)
                             ==============    ==============   ==============    =================    =================



</TABLE>



                        See notes to financial statements
                                       F-5
<PAGE>
                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                            Year Ended December 31,                     October 4, 1996
                                                  ------------------------------------------------     (inception) through
                                                         2001                      2000                  December 31, 2001
                                                  -----------------------    ---------------------   ---------------------------
                                                                                                           (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                           <C>                        <C>                       <C>
 Net loss                                     $                (10,069)  $            (33,984)     $           (57,785)
 Adjustments ro reconcile
  net loss to net cash
  used in operating activities:

  Changes in assets and liabilities:
   Increase in accounts payable                                    -                   22,200                   22,200
                                                 -----------------------    ---------------------   ---------------------------

NET CASH USED IN OPERATING ACTIVITIES                          (10,069)               (11,784)                 (35,585)
                                                 -----------------------    ---------------------   ---------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from due to shareholder                               10,069                 11,784                   35,585
                                                 -----------------------    ---------------------   ---------------------------

NET CASH PROVIDED BY
 FINANCING ACTIVITIES                                           10,069                 11,784                   35,585
                                                 -----------------------    ---------------------   ---------------------------

NET INCREASE (DECREASE) IN CASH                                   -                      -                        -

CASH, beginning of year                                           -                      -                        -
                                                 -----------------------    ---------------------   ---------------------------

CASH, end of year                               $                 -      $               -        $               -
                                                 =======================    =====================   ===========================




</TABLE>






                        See notes to financial statements
                                       F-6
<PAGE>


                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


1.   THE COMPANY

          Ocean Fresh Seafood Marketplace, Inc. (the "Company") was incorporated
     in the State of Florida on October 4,  1996.  The  Company  was  originally
     incorporated  as Elm Tree Capital  Corp.,  and has  undergone  various name
     changes since  inception.  On October 27, 1999,  the Company  underwent its
     latest name change to Ocean Fresh  Seafood  Marketplace,  Inc.  The Company
     currently  has  no  operations  and  is  considered  a  development   stage
     enterprise.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. Basis of  Presentation - The Company has no established  sources of
     revenues  and as such this raises  substantial  doubt  about the  Company's
     ability  to  continue  as a  going  concern.  The  continued  existence  is
     dependent upon the Company's ability to generate revenue from operations or
     to seek additional sources of financing.

     There are no assurances that the Company can develop sources or revenues or
     obtain  additional  financing  that  may  be  required.   The  accompanying
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.

          b.Use of  Estimates  - The  preparation  of  financial  statements  in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities,  and disclosure of contingent assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

          c.Income  Taxes - The  Company  recognizes  deferred  tax  assets  and
     liabilities  based  on the  difference  between  the  financial  statements
     carrying  amount  and the tax basis of assets  and  liabilities,  using the
     effective  tax rates in the years in which the  difference  are expected to
     reverse.  A  valuation  allowance  related to  deferred  tax assets is also
     recorded  when it is probable  that some or all of the  deferred  tax asset
     will not be realized.  As of December 31, 2001, no deferred tax assets have
     been recorded as the realization of such asset would not be probable.

3.   DUE TO SHAREHOLDER

     As  of  December  31,  2001  the  Company  owes  $35,585  to  the  majority
     shareholder of the Company.  Such advances are non-interest bearing and are
     due upon demand.  These  advances  were  utilized to fund the  organization
     costs of the Company.


                                       F-7


<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

There have been no disagreements with the findings of our accountants.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Officers and Directors

The  following  table  sets forth  certain  information  concerning  each of our
directors and executive officers:

Name                          Age       Position

Robert G. Coutu               50        President, Vice President and Director

Fred Guarino                  55        Secretary, Treasurer and Director

Robert Coutu has served as our  president,  vice  president  and a member of our
board of directors since May 1999. Since 1975, Mr. Coutu has served as president
and chief executive  officer of Ocean Fresh Seafood,  Inc.  (unaffiliated to our
company),  a  wholesaler  of seafood.  Mr.  Coutu's  responsibilities  with this
company  include all financial and corporate  activities.  Mr. Coutu is also the
principal  partner of Coutu  Enterprises,  a real estate  firm.  Mr.  Coutu is a
graduate of Bryant College.

Fred Guarino has served as our  treasurer,  secretary and member of our board of
directors  since May 1999. Mr. Guarino has been a partner in the accounting firm
of  Dacey,  Guarino &  Company,  LP since  1985.  He has  served  as  secretary,
treasurer and director of Vanguard Services Corp. since February 1988.  Vanguard
Services is a home health care company.  Since  September  1989 Mr.  Guarino has
also been a partner of Parkway  Properties,  a real estate company.  Since early
2000, Mr. Guarino has served as secretary, treasurer and director of Diversified
Packaging  Co., a packaging  company.  Mr.  Guarino's  responsibilities  for the
above-mentioned companies include financial and corporate duties. Mr. Guarino is
a member of the American  Institute of Certified  Public  Accountants  and Rhode
Island  Society of CPAs.  He is a graduate  of  Providence  College  and Suffolk
University.

Section 16(a) of the Securities  Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our outstanding
common stock to file with the SEC initial  reports of  ownership  and reports of
changes  in  ownership  of common  stock.  These  persons  are  required  by SEC
regulation to furnish us with copies of these reports they file.

To our knowledge,  Section 16(a) filing requirements applicable to our officers,
directors and greater than ten percent  beneficial owners were not complied with
on a timely basis for the period which this report relates.

                                       4
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

None of our executive officers receive compensation from our company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth  certain  information  as of December  31, 2001
regarding beneficial ownership of our common stock by (1) each stockholder known
by us to be the  beneficial  owner of more than 5% of our common  stock,  (2) by
each  director  and  executive  officer and (3) by all  executive  officers  and
directors as a group. Each of the persons named in the table has sole voting and
investment  power with respect to common stock  beneficially  owned. The address
for each individual is 8051 N.W. 36th Street, Miami, Florida 33166.

                                    Number of            Percentage of
Name                               shares owned          shares owned
----                             ---------------         --------------

Robert G. Coutu                      396,000                 97.5%
Fred Guarino                           -0-                    -0-
All officers and directors
 as a group (2 persons)              396,000                 97.5%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

As of December 31, 2001 we owed  approximately  $35,585 to Mr. Robert Coutu, our
executive  officer and majority  shareholder,  due from advances to our company.
These advances are non interest bearing and are due upon demand.

ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K

Exhibits:

2        Stock Purchase Agreement*
3.0      Articles of Incorporation*
3.1      Amended Articles of Incorporation*
3.1(a)   Amendment to Amended Articles of Incorporation*
3.2      Bylaws*

*Previously filed.

We have not filed any reports on Form 8-K.


                                       5
<PAGE>



         SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                    Ocean Fresh Seafood Marketplace, Inc.


Date: April 15, 2002                By: /s/ Robert G. Coutu
                                            --------------------------
                                            Robert G. Coutu, President








                                       6