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, 2003

                         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.)


           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, 2004:  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

Item 8a.      Controls and Procedures

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

PART IV

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

Item 14.      Principal Accountant Fees and Services

Signatures


<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, 2003, 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, 2004.

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.


<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, 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-10

<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, 2003, and
the related statements of operations, stockholders' deficit and cash flows for
the years ended December 31, 2003 and 2002. 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, 2003, and
the results of its operations and its cash flows for the years ended December
31, 2003 and 2002, 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 18, 2004


                                       F-2
<PAGE>



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

                                  BALANCE SHEET

                                DECEMBER 31, 2003



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
      Accounts payable and accrued expenses                $             39,136
      Due to shareholder                                                 62,124
                                                               -----------------
          Total current liabilities                                     101,260
                                                               -----------------

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                                              (106,285)
                                                               -----------------

          Total stockholders' deficit                                  (101,260)
                                                               -----------------

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











                        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
                                                         -------------------------------------
                                                               2003                2002              December 31, 2003
                                                         -----------------    ----------------    ------------------------
                                                                                                        (Unaudited)


<S>                                                  <C>                   <C>                 <C>
OPERATING EXPENSES                                   $             33,312  $           10,163  $                  106,285
                                                         -----------------    ----------------    ------------------------

NET LOSS                                             $            (33,312) $          (10,163) $                 (106,285)
                                                         =================    ================    ========================

NET LOSS PER WEIGHTED AVERAGE
     SHARES OUTSTANDING -
     Basic and diluted                               $                 (0) $               (0) $                       (0)
                                                         =================    ================    ========================

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, 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)

Net loss                                                    -               -               -            (33,312)           (33,312)
                                                 -------------   -------------    ------------    ---------------   ----------------

Balance, December 31, 2003                            406,000  $          406  $        4,619  $        (106,285) $        (101,260)
                                                 =============   =============    ============    ===============   ================


</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
                                                             2003             2002        December 31, 2003
                                                         --------------   -------------   -------------------
                                                                                             (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>               <C>             <C>
    Net loss                                          $        (33,312) $      (10,163) $           (106,285)
    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 (decrease) in accounts payable                 30,150         (13,214)               39,136
                                                         --------------   -------------   -------------------

NET CASH USED IN OPERATING ACTIVITIES                           (3,162)        (23,377)              (62,124)
                                                         --------------   -------------   -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from shareholder                                    3,162          23,377                62,124
                                                         --------------   -------------   -------------------

NET CASH PROVIDED BY
    FINANCING ACTIVITIES                                         3,162          23,377                62,124
                                                         --------------   -------------   -------------------

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, 2003 AND 2002



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, 2003, no deferred tax
                  assets have been recorded as the realization of such asset
                  would not be probable.

                                       F-7
<PAGE>

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

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.

                                       F-8
<PAGE>

                  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.


3.       DUE TO SHAREHOLDER

         As of December 31, 2003, the Company owes $62,124 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.       SUBSEQUENT EVENT

         In 2004,  the Company has entered  into an  Agreement  and Plan of
         Merger with International Builders Limited ("IBL"). The merger will be
         treated  as a  reverse  merger  with the  Company  being  the
         surviving corporation.

         Terms of the Merger

          a) The  Company's  shareholders  will be  allowed  via the  Merger  to
          exchange,  on a one for one basis,  all their  issued and  outstanding
          shares of Common Stock for shares of IBL Class A Common Stock . Shares
          of the  Company's  Common Stock not  exchanged  for IBL Class A Common
          Stock shall be  exchanged  for Class A Common  Stock of the  surviving
          corporation.

          b) In addition to any other  provisions of this  Agreement,  seven per
          cent (7%) or 425,562  shares,  whichever is greater,  of the surviving
          corporation's  issued and outstanding Class A Common Stock (6,079,462)
          shall  be  provided  to  the   following   parties  in  the  following
          allotments:

               1) Odette Holdings, Ltd. Shall receive 325,562;

               2) Fred Guarino shall receive 20,000 shares; and


                                       F-9

<PAGE>

               3) Gion Limited shall receive the remaining 80,000 shares. Odette
               Holdings,  Ltd.  shall also receive any excess in the event seven
               per  cent  (7%)  of  the  surviving   corporation's   issued  and
               outstanding Class A Common Stock exceeds 425,562 shares.

          c) IBL agrees to pay Mr. Coutu additional  consideration in the amount
          of $35,000 within 45 days after the date the Merger is effective.

          d) IBL will  within 20 days  after the  Merger  closes  pay off OFSM's
          payables that are outstanding at the time of the Merger. The amount to
          be paid by IBL shall not exceed $35,000.

          e) IBL  agrees  to have  the Form  15C211  filed  with the  Securities
          Exchange  Commission (SEC) within 20 days after the Merger closes.  If
          the Form 15C211 is not filed with the SEC within  20days IBL agrees to
          issue Mr. Coutu 50,000 additional shares of Class A Common Stock.

          f) Immediately after the merger the $62,124 liability recorded as "due
          to  shareholder  " on  the  Company's  Financial  Statements  will  be
          converted  into  equity  to  purchase  Class  A  Common  Stock  in the
          surviving Corporation. The shares will be purchased at the most recent
          purchase  price that  accredited  investors have purchased IBL Class A
          Common Stock, which is $2.00 per share.

          g) The parties  acknowledge that IBL has two classes of stock. Class A
          Common Stock and Class B Common  Stock,  and that Class B Common Stock
          has special  voting  rights.  In matters to be decided by  shareholder
          vote Class A Shareholders  have one (1) vote per share owned and Class
          B  shareholders  have 10 votes per share  owned.  The parties  further
          acknowledge  that Mr. Jerome Crawford the Chairman and Chief Executive
          Officer  of IBL is the only IBL  shareholder  who owns  Class B Common
          Stock.  The parties  agree that  subsequent  to the  Amendment  of the
          Articles of  Incorporation  of the Company to provide for the issuance
          of Class B Common  Stock , Mr.  Crawford  will be issued five  hundred
          thousand  (500,000)  shares of Class B Common Stock.  The five hundred
          thousand shares of Class B Common Stock that Mr. Crawford will receive
          is the  equivalent  amount of Class B Common  Stock that Mr.  Crawford
          currently owns in IBL.



                                      F-10


<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.

ITEM 8a.  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.


                                    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, 2003
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, 2002 we owed approximately $62,000 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.

                                    PART IV

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

    None.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the calendar years ended 2002 and 2003, auditors received $5,000 and $5,000
respectively for their audits and reviews of each 10-QSB

Other than as disclosed herein, auditors did not receive any other monies from
Issuer (nor accrue any monies due) since no other serves were rendered.




                                   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: August 23, 2004           By: /s/ Robert G. Coutu
                                        -------------------------
                                        Robert G. Coutu, President