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, 2000

                         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 Identification No.)
  Incorporation or Organization)


                   8051 N.W. 6th 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. $(33,984)
                                                                   ----------

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._0_.

<PAGE>

                   (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: March 25, 2001:  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.

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. 6th 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.


                                       2

<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, 2000, there were in excess of 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, 2000.

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;



                                       3

<PAGE>

        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.

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.

                                       4
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

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

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

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

                                       5

<PAGE>

                                    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           49              President, Vice President and Director

Fred Guarino              54                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. Ocean Fresh Seafood currently has gross sales
of  approximately  $40,000,000 a year.  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.

                                       6
<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, 2000
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. 6th 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.

In October 1999, Robert G. Coutu, our president and vice president, entered into
two  stock  purchase  agreements  with the  then  majority  shareholders  of our
company.   Mr.  Coutu  acquired  the  majority   interest  in  our  company  for
approximately  $55,000,  secured by two separate promissory notes for $5,000 and
$50,000. The note for $5,000 has subsequently been repaid.

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.


                                       7
<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 22, 2001                          By: /s/ Robert G. Coutu
                                                     ------------------------
                                                      Robert G. Coutu, President
                                       8
<PAGE>



                         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



<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, 2000, and
the related statements of operations,  stockholders'  deficit and cash flows for
the years ended December 31, 2000 and 1999.  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 generally  accepted auditing
standards. 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, 2000, and
the results of its  operations  and its cash flows for the years ended  December
31, 2000 and 1999, in conformity with generally accepted accounting principles.

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

New York, New York
February 28, 2001

                                      F-2
<PAGE>


                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.

                        (A Development Stage Enterprise)

                                  BALANCE SHEET

                                DECEMBER 31, 2000



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable and accrued expenses                 $             22,200
     Due to shareholder                                                  25,516
                                                            --------------------
          Total current liabilities                                      47,716
                                                            --------------------

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                                                (52,741)
                                                            --------------------
          Total stockholders' deficit                                   (47,716)
                                                            --------------------

                                                           $               -
                                                            ====================







                        See notes to financial statements
                                       F-3

<PAGE>

                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.

                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                                                                   October 4, 1996
                                                                         Year Ended December 31,                 (inception) through
                                                               --------------------------------------------
                                                                       2000                    1999               December 31, 2000
                                                               ---------------------    -------------------    ---------------------
                                                                                                                     (Unaudited)


<S>                                                          <C>                      <C>                    <C>
OPERATING EXPENSES                                           $            33,984      $          13,732      $            47,716
                                                               ---------------------    -------------------    ---------------------

NET LOSS                                                     $           (33,984)     $         (13,732)     $           (47,716)
                                                               =====================    ===================    =====================

NET LOSS PER WEIGHTED AVERAGE SHARES OUTSTANDING             $             (0.08)     $           (0.03)     $             (0.10)
                                                               =====================    ===================    =====================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                               406,000                478,375                  481,522
                                                               =====================    ===================    =====================
</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>
Balance, December 31, 1998          5,025,000      $     5,025      $       -        $     (5,025)       $         -

Cancelled shares                     (965,000)            (965)             965               -                    -

One for ten stock split            (3,654,000)          (3,654)           3,654               -                    -

Net loss                                 -                 -                -              (13,732)             (13,732)
                                 ---------------    --------------   --------------    -----------------    -----------------

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)
                                 =============    ===============   ==============    =================    =================
</TABLE>





                        See notes to financial statements
                                       F-5


<PAGE>

                      OCEAN FRESH SEAFOOD MARKETPLACE, INC.

                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                      October 4, 1996
                                                                      Year Ended December 31,       (inception) through
                                                               --------------------------------    ---------------------
                                                                   2000               1999          December 31, 2000
                                                              ----------------   --------------    ---------------------
                                                                                                        (Unaudited)
<S>                                                        <C>                  <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                $     (33,984)       $     (13,732)         $   (47,716)
   Adjustments ro reconcile net loss to net cash flows
   used in operating activities:

     Changes in assets and liabilities:
        Increase in accounts payable                              22,200                  -                 22,200
                                                             -------------------    -------------     ----------------
NET CASH USED IN OPERATING ACTIVITIES                            (11,784)             (13,732)             (25,516)
                                                             -------------------    -------------      ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from due to shareholder                               11,784               13,732               25,516
                                                              ------------------    -------------     ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                         11,784               13,732               25,516
                                                              ------------------    -------------    -----------------
NET INCREASE (DECREASE) IN CASH                                      -                   -                     -

CASH, beginning of period                                            -                   -                     -
                                                              ------------------    -------------     ----------------
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, 2000 AND 1999



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, 2000, 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,  2000 the  Company  owes  $25,516 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.

4.STOCKHOLDERS' EQUITY

         During October 1999 the Company  canceled  965,000 shares of its common
         stock previously  issued.  The shares were canceled as no consideration
         was received for its issuance.

         On October 6, 1999,  with the joint  approval of the Board of Directors
         and the  shareholders of the Company a one-for-ten  reverse stock split
         was  effected.  All  references  to earnings  (loss) per share in these
         financial  statements have been  retroactively  restated to reflect the
         one-for-ten reverse stock split.




                                      F-7

<PAGE>