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, 2002

                         Commission file number 0-31881


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


                         Florida                     65-1103258
              (State or Other Jurisdiction of    (I.R.S. Employer
               Incorporation or Organization)     Identification No.)


   1445 Wampanoag Trail, Suite 202, East Providence, RI        02915
        (Address of Principal Executive Offices)            (Zip Code)


                                 (401) 437-0808
                           (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 for its most recent fiscal year.  $(0)

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.


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: March 17, 2003: 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

Item 14.      Controls and Procedures

Signatures

Certification


<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.

<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, 2002, 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 March 17, 2003.

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:

<PAGE>

        o other 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.

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, 2002 and 2001 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 2003. 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.


<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

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


                         INDEX TO FINANCIAL STATEMENTS

OCEAN FRESH SEAFOOD MARKETPLACE, INC.

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-8


                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

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

         We have audited the accompanying balance sheet of Ocean Fresh Seafood
Marketplace, Inc. (a development stage enterprise), as of December 31, 2002, and
the related statements of operations, stockholders' deficit and cash flows for
the years ended December 31, 2002 and 2001. 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, 2002, and
the results of its operations and its cash flows for the years ended December
31, 2002 and 2001, 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. These conditions raise 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/ Sherb & Co., LLP
                                                 Sherb & Co., LLP.
                                                 Certified Public Accountants

New York, New York
March 14, 2003


                                       F-2
<PAGE>
                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.
                      -------------------------------------
                        (A Development Stage Enterprise)

                                  BALANCE SHEET

                                DECEMBER 31, 2002


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable and accrued expenses                $               8,986
     Due to shareholder                                                  58,962
                                                            --------------------
      Total current liabilities                                          67,948
                                                            --------------------

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                                                (72,973)
                                                            --------------------
      Total stockholders' deficit                                       (67,948)
                                                            --------------------
                                                         $                   -
                                                            ====================










                        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
                                                2002                    2001               December 31, 2002
                                         ---------------------    -------------------    ----------------------
                                                                                               (Unaudited)

<S>                                   <C>                      <C>                    <C>
OPERATING EXPENSES                    $               10,163   $             10,069   $                72,973
                                         ---------------------    -------------------    ----------------------

NET LOSS                              $              (10,163)  $            (10,069)  $               (72,973)
                                         =====================    ===================    ======================

NET LOSS PER WEIGHTED AVERAGE
 SHARES OUTSTANDING -
  Basic and diluted                   $                (0.03)  $              (0.02)  $                 (0.16)
                                         =====================    ===================    ======================

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                                          406,000                406,000                   452,946
                                         =====================    ===================    ======================

</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, 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)

Net loss                                    -                 -                -              (10,163)             (10,163)
                                  --------------    --------------   ---------------    -----------------    -----------------

Balance, December 31, 2002              406,000  $            406   $         4,619  $        (72,973)      $      (67,948)
                                  ==============    ==============   ===============    =================    =================


</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
                                                        2002               2001         December 31, 2002
                                                  -----------------    --------------  --------------------
                                                                                          (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                              <C>                 <C>             <C>
 Net loss                                        $         (10,163)  $      (10,069) $        (72,973)
 Adjustments ro reconcile net loss to
  net cash flows used in operating
  activities:

 Common stock issued for services                              -               -                5,025

  Changes in assets and liabilities:
   Increase in accounts payable                            (13,214)            -                8,986
                                                   ----------------    ---------------  -------------------

NET CASH USED IN OPERATING ACTIVITIES                      (23,377)         (10,069)          (58,962)
                                                   ----------------    ---------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from shareholder                                  23,377          10,069            58,962
                                                   ----------------    ---------------  -------------------

NET CASH PROVIDED BY
 FINANCING ACTIVITIES                                       23,377          10,069            58,962
                                                   ----------------    ---------------  -------------------

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, 2002 AND 2001


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 of 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, 2002,  no deferred tax assets have been  recorded as the
     realization of such asset would not be probable.

d.   Loss per  common  share - Net loss per  common  share is based on  weighted
     average number of shares outstanding.


                                      F-7
<PAGE>

e.   New Accounting Pronouncements - In April 2002, the FASB issued SFAS No. 145
     "Rescission  of FASB  Statements  No.  4,  44,  and 64,  Amendment  of FASB
     Statement No. 13, and Technical  Corrections." This statement rescinds SFAS
     No. 4,  "Reporting  Gains and Losses from  Extinguishment  of Debt," and an
     amendment of that statement, SFAS No. 44, "Accounting for Intangible Assets
     of Motor  Carriers,"  and SFAS No.  64,  "Extinguishments  of Debt  Made to
     Satisfy  Sinking-Fund  Requirements."  This  statement  amends SFAS No. 13,
     "Accounting for Leases," to eliminate  inconsistencies between the required
     accounting for sale-leaseback  transactions and the required accounting for
     certain lease  modifications that have economic effects that are similar to
     sale-leaseback  transactions.  Also,  this statement  amends other existing
     authoritative pronouncements to make various technical corrections, clarify
     meanings,   or  describe  their  applicability  under  changed  conditions.
     Provisions  of SFAS No. 145  related to the  rescission  of SFAS No. 4 were
     effective for the Company on November 1, 2002 and provisions affecting SFAS
     No. 13 were effective for transactions  occurring after May 15, 2002. We do
     not believe that the  adoption of SFAS No. 145 will have a material  impact
     on our financial statements.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated  with  Exit  or  Disposal  Activities."  This  statement  covers
     restructuring type activities beginning with plans initiated after December
     31, 2002.  Activities  covered by this standard that are entered into after
     that date will be recorded in  accordance  with the  provisions of SFAS No.
     146.  Management does not believe there will be a significant impact on our
     consolidated financial position or results of operations.

     In December 2002,  the FASB issued SFAS 148,  "Accounting  for  Stock-Based
     Compensation-Transition and Disclosure," which provides alternative methods
     of  transition  for a  voluntary  change  to fair  value  based  method  of
     accounting for stock-based employee compensation as prescribed in SFAS 123,
     "Accounting for Stock-Based Compensation." Additionally,  SFAS 148 required
     more prominent and more frequent  disclosures in financial statements about
     the effects of stock-based  compensation.  The provisions of this Statement
     are effective for fiscal years ending after  December 15, 2002,  with early
     application permitted in certain circumstances.  Management does not expect
     the adoption of this  Statement to have  material  impact on the  Company's
     financial condition or results of operations.

     In  November  2002,  the FASB  Issued  FASB  interpretation  (FIN)  No.  45
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including  Indirect  Guarantees  of  Indebtedness  of  Other."  FIN No.  45
     requires guarantor to recognize, at the inception of a qualified guarantee,
     a liability for the fair value of the  obligation  undertaken in issuing or
     modified after December 31, 2002.  Management  does not expect  adoption of
     this  Interpretation  to have a material impact on the Company's  financial
     condition or results of operations.


                                      F-8
<PAGE>

3.  DUE TO SHAREHOLDER

     As of  December  31,  2002,  the  Company  owes  $58,962  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-9



<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                51        President, Vice President and Director

Fred Guarino                   56        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.

ITEM 10. EXECUTIVE COMPENSATION

None of our executive officers receive compensation from our company.


<PAGE>

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*
99.1     Certification

*Previously filed.

Reports on Form 8-K

    Current Report on Form 8-K/A filed on September 23,
    2002 with respect to Item 4.

ITEM 14. CONTROLS AND PROCEDURES

Our management, which includes our Chief Executive Officer and Chief Financial
Officer, has conducted an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in Rule 13(a)-14(c) promulgated under the
Securities Exchange Act of 1934) as of a date ("the Evaluation Date") within 90
days prior to the filing date of this report. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective for timely gathering, analyzing
and disclosing the information we are required to disclose in our reports filed
under the Securities Exchange Act of 1934, as amended. There have been no
significant changes made in our internal controls or in other factors that could
significantly affect our internal controls subsequent to the Evaluation Date.


<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: March 26, 2002 By: /s/ Robert G. Coutu
                                  --------------------------
                                  Robert G. Coutu, President





<PAGE>

                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934,
                            AS AMENDED CERTIFICATIONS

                        I, Robert G. Coutu, certify that:

1. I have reviewed this annual report on Form 10-KSB of Ocean Fresh Seafood
Marketplace, Inc.

2. Based on my knowledge, this annual report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days of the filing date of this
         annual report (the "Evaluation Date"); and

         (c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):

         (a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize, and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         (b) any fraud,  whether or not  material,  that  involves  management
         or  otheremployees  who have a  significant  role in the
         registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 26, 2003                    /s/ Robert G. Coutu
                                            --------------------------
                                            Robert G. Coutu, President