---



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 0-7320



---



FARM FISH, INC.

(Name of small business issuer in its charter)



|MISSISSIPPI                                                    |  | 64-0474591                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|100 W. Woodrow Wilson Blvd. Jackson, MS  |  | 39213   
|---------------------------------------- |  | --------
|(Address of principal executive offices) |  | Zip Code



Registrants
telephone number, including area code  (601) 354-3801



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



No-Par Common Stock

(Title of Class)



Check whether 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 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. ̈



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 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. x



Aggregate market value of voting stock held by non-affiliates of the Registrant as of December 31, 2002  Indeterminate*



(2,688,605 shares issued and outstanding as of December 31, 2002)



DOCUMENTS INCORPORATED BY REFERENCE



See Exhibits and Reports on 8-K below.



*    For purposes of the response to this item only,
Delta Industries, Inc. and all directors of the Registrant have been deemed affiliates of the Registrant.



*    The Registrant has been advised by two broker sources that there is insufficient basis for establishing a market value.



---





---

Farm Fish, Inc.



Form 10-KSB



Table of Contents



|    |  | Item                                                                                                            |  | Page(s)
|--- |  | --------------------------------------------------------------------------------------------------------------- |  | -------
|    |  | Part I                                                                                                          |  |        
|    |  |                                                                                                                
|1.  |  | Description of Business                                                                                         |  | 6-7    
|2.  |  | Description of Property                                                                                         |  | 8-9    
|3.  |  | Legal Proceedings                                                                                               |  | 9      
|4.  |  | Submission of Matters to a Vote of Security Holders                                                             |  | 9      
|    |  |                                                                                                                
|    |  | Part II                                                                                                         |  |        
|5.  |  | Market for Registrants Common Stock and Related Stockholder Matters                                            |  | 10     
|6.  |  | Managements Discussion and Analysis of or Plan of Operation                                                    |  | 10-12  
|7.  |  | Financial Statements                                                                                            |  | 16-17  
|8.  |  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 9-10   
|    |  |                                                                                                                
|    |  | Part III                                                                                                        |  |        
|9.  |  | Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act |  | 5-6    
|10. |  | Executive Compensation                                                                                          |  | 4-5    
|11. |  | Security Ownership of Certain Beneficial Owners and Management                                                  |  | 5-6    
|12. |  | Certain Relationships and Related Transactions                                                                  |  | 5      
|13. |  | Exhibits and Reports on Form 8-K                                                                                |  | 23     



2



---

DIRECTORS AND EXECUTIVE OFFICERS



|(a) |  | Directors
|--- |  | ---------





|Name                  |  | Age |  | Date Term of Office Expires    |  | DirectorSince |  | Other Positions and Offices with Farm Fish
|--------------------- |  | --- |  | ------------------------------ |  | ------------- |  | ------------------------------------------
|Leland R. Speed       |  | 70  |  | Annual Meeting of Stockholders |  | 1982          |  | Chairman of the Board of Directors        
|Thomas R. Slough, Jr. |  | 76  |  | Annual Meeting of Stockholders |  | 1982          |  | President                                 
|W. D. Mounger         |  | 77  |  | Annual Meeting of Stockholders |  | 1984          |  | None                                      
|R. Reed Doyle         |  | 50  |  | Annual Meeting of Stockholders |  | 1998          |  | None                                      



|(b) |  | Executive Officers
|--- |  | ------------------



|Name            |  | Age |  | Office Held                        |  | OfficerSince |  | Other Positions and Offices with Farm Fish
|--------------- |  | --- |  | ---------------------------------- |  | ------------ |  | ------------------------------------------
|Leland R. Speed |  | 70  |  | Chairman of the Board of Directors |  | 1984         |  | Director                                  
|David Robison   |  | 54  |  | Vice President                     |  | 1993         |  | None                                      



Note:    Ages
calculated as of March 31, 2003



Messrs. Speed and Slough were
first elected as officers on December 3, 1984. Mr. Robison was first elected in 1993. The bylaws provide that the terms of the present officers will expire when their successors are elected and qualify.



|(c) |  | Family Relationships
|--- |  | --------------------



There are no family relationships among the directors and officers.



|(d) |  | Business Experience for the Past Five Years
|--- |  | -------------------------------------------



| | (i) |  | Leland R. Speed is Chairman of the Board of Directors of Farm Fish and a director of Delta Industries. Mr. Speed is also Chairman of Parkway Properties, Inc. and EastGroup
Properties, Inc. which engage generally in the business of real estate development.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) |  | Thomas R. Slough, Jr., a director of Farm Fish, is the Vice-Chairman, a director and stockholder of Delta Industries, a corporation primarily engaged in marketing ready mix
concrete.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



---

| | (iii) |  | W. D. Mounger, a director of Farm Fish, is President, director and a principal stockholder of Delta Royalty Company, Inc., a Mississippi corporation engaged generally in the oil and
gas business. Mr. Mounger is also engaged in various commercial activities, including independent oil and gas leasing, and is a director of Delta Industries. Until February 1997, Mr. Mounger served as a director of Deposit Guaranty National Bank and
Deposit Guaranty Corporation.
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) |  | R. Reed Doyle, a director of Farm Fish, is a manager with Silver Creek Plantation, which engages in the business of farm-raised catfish. Mr. Doyle has been in the farm-raised
catfish industry for over 25 years. Mr. Doyle is a director of Delta Industries.
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) |  | David Robison, Vice President of Farm Fish, is President and Chief Executive Officer of Delta Industries, a corporation primarily engaged in the marketing of ready mix concrete.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Delinquent Filings
|--- |  | ------------------



Based solely upon a review of: (i) Forms 3 and Forms 4 and amendments thereto furnished to Farm Fish pursuant to Securities and Exchange Commission Rule
16a-3(e) during the fiscal years ended December 31, 2001 and 2002; (ii) Forms 5 and amendments thereto furnished to Farm Fish during the fiscal years ended December 31, 2001 and 2002; and (iii) written representations of officers, directors and
beneficial owners of more than 10% of Farm Fish no-par common stock, there were not any known failures of such officers, directors or beneficial owners of more than 10% of Farm Fish no-par common stock to report transactions required to be reported
on the above Forms on a timely basis or to file a required Form during the fiscal years ended December 31, 2001 and 2002. Additionally, there were no known late reports made on the above forms during the fiscal year ended December 31, 2001 and 2002.



COMMITTEES



Farm Fish has no standing audit, nominating or compensation committees. The
entire Board performs such duties.



The Board of Directors is
responsible for selecting nominees for the election of directors, and evaluating the performance of incumbent directors and determining whether to nominate them for reelection.



MEETINGS



The Board of Directors of Farm Fish held six official meetings during the last fiscal year. No director attended less than 75% of the meetings. In
addition, certain actions were taken during the year by unanimous written consent of all directors in lieu of holding a formal meeting.



EXECUTIVE COMPENSATION



The directors and executive officers of Farm Fish received no cash or other compensation for services in all capacities to Farm Fish. Mr. Slough and Mr.
Robison are employees of Delta Industries; Delta Industries is not reimbursed by Farm Fish for the salaries of Mr. Slough or Mr. Robison. Farm Fish does not maintain any type of pension or other benefit



4



---

plan for officers of the Company. None of the officers have employment or severance arrangements contracts with the
Company.



TRANSACTIONS WITH MANAGEMENT



|(a) |  | Transactions Between Farm Fish and Delta Industries
|--- |  | ---------------------------------------------------



The principal shareholder of Farm Fish is Delta Industries. All members of the Farm Fish Board of Directors also serve as directors of Delta Industries,
and the management of Farm Fish are also officers of Delta Industries. During 2002, Delta Industries purchased certain equipment from Farm Fish for its estimated fair market value of $93,956.



At December 31, 2002, the Company had an $800,000 note receivable from Delta
which bears interest at LIBOR plus 1.75 percent (3.21 percent at December 31, 2002) and is due on demand.



|(b) |  | Transactions Between Farm Fish and Silver Creek Plantation
|--- |  | ----------------------------------------------------------



In September 1997 the Company purchased 591 shares of stock in Delta Pride Catfish, Inc., a cooperative of catfish producers, from Silver Creek
Plantation. T.L. Reed, a director of the Company at the time, was the owner and president of Silver Creek Plantation. The stock was purchased for cash in the amount of $111,226, plus the assumption of $333,090 in operating losses of Delta Pride
allocated to such stock. The Board of Directors approved the transaction and the purchase price after reviewing recent, comparable sales of Delta Pride stock.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS



To the best of the Companys knowledge, no person or group (as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934)
beneficially owned, as of June 1, 2003, more than five percent of the Shares outstanding except as set forth in the following table:



|Stockholder                                                    |  | Number of Shares of Common Stock Owned(1) |  | Percent of Class
|-------------------------------------------------------------- |  | ----------------------------------------- |  | ----------------
|Delta Industries, Inc. 100 W. Woodrow Wilson Jackson, MS 39213 |  | 2,151,061                                 |  | 80%             



SECURITY OWNERSHIP OF
MANAGEMENT



|Stockholder                                      |  | Number of Shares of Common Stock Owned(1) |  | Percent of Class
|------------------------------------------------ |  | ----------------------------------------- |  | ----------------
|Thomas R. Slough, Jr.                            |  | 17,805                                    |  | *               
|W.D. Mounger                                     |  | 25,900                                    |  | *               
|David Robison                                    |  | 100                                       |  | *               
|Officers and Directors as a Group (6 persons)(2) |  | 43,805                                    |  | 1.63%           



|* |  | Less than 1%.
|- |  | -------------



|(1) |  | Each beneficial owner has sole voting and investment powers as to all shares beneficially owned unless otherwise indicated in these footnotes.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------



5



---

|(2) |  | The directors of Farm Fish during the past fiscal year, Thomas R. Slough, Jr., W. D. Mounger, Leland R. Speed and R. Reed Doyle, were directors and stockholders of Delta Industries,
Inc. The shares owned by Delta Industries are in addition to the total number of shares owned directly by officers and directors, as shown herein.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



DELTA INDUSTRIES, INC. STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS



|Stockholder                                   |  | Number of Shares of Common Stock Owned(1) |  | Percent ofClass
|--------------------------------------------- |  | ----------------------------------------- |  | ---------------
|Thomas R. Slough, Jr.(2)                      |  | 8,160                                     |  | 1.42%          
|W.D. Mounger                                  |  | 44,061                                    |  | 7.65           
|R. Reed Doyle                                 |  | 30,944(3)                                 |  | 5.37%          
|David Robison                                 |  | 19,379(4)                                 |  | 3.04%          
|Officers and Directors as a Group (6 persons) |  | 102,544                                   |  | 17.47%         



|* |  | Less than 1%.
|- |  | -------------



|(1) |  | Each beneficial owner has sole voting and investment powers as to all shares beneficially owned unless otherwise indicated in these footnotes.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Does not include 3133 shares held in a custodial account for the benefit of Mr. Sloughs son. Mr. Slough has investment and voting power over such shares.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | Includes 22,502 shares held in a trust for the benefit of Mr. Doyles mother. Mr. Doyle is the trustee of such trust.
|--- |  | ---------------------------------------------------------------------------------------------------------------------



|(4) |  | Includes 17,500 shares which Mr. Robison has the right to acquire through the exercise of options.
|--- |  | --------------------------------------------------------------------------------------------------



INDEPENDENT PUBLIC ACCOUNTANTS



The firm of Horne CPA Group was the independent auditors of Farm Fish for the fiscal year ending December 31, 2002. Ernst & Young LLP formerly
performed the annual audits of Farm Fish and Delta Industries. Delta Industries retained Horne CPA Group, and Farm Fish and Ernst & Young determined that it would be more efficient to have one accounting firm handle the audits for Farm Fish and
Delta Industries.



In the past the independent public
accountants have been selected annually by the Board of Directors, and it is contemplated that this procedure will continue to be followed by the Board.



Description of Business



General



Farm Fish, Inc., Farm Fish engaged in the hatching and growing of catfish (generally



6



---

referred to as producing catfish). Farm Fish was organized in 1972 as a Subchapter C corporation. The
principal executive offices of Farm Fish are located at 100 W. Woodrow Wilson Drive, Jackson, Mississippi 39213, and its telephone number is (601) 354-3801. In December 2000, the shareholders of Farm Fish approved a plan whereby substantially all of
the operating assets of Farm Fish will be sold to H & S Fish Farms, LLC. Pursuant to this plan Farm Fish sold its existing inventory of fish, without restocking. Since closing the sale of assets to H&S in May 2002, Farm Fish has been winding
up its affairs and disposing of its remaining assets. Due to the approval of this plan, Farm Fish changed the basis of accounting for its operations to a liquidation basis. See Recent Developments and the Financial Statements, which are part of this
report.



Included in this 2002 Form 10-KSB are the consolidated
financial statements of Farm Fish presented on the liquidation basis of accounting for the two-year period ended December 31, 2002. The consolidated financial statements reflect managements best estimated of Farm Fishs net assets in
liquidation as of December 31, 2002 and the changes in its net assets in liquidation during the period from January 1, 2001 through December 31, 2002. Although Farm Fish did not file quarterly reports on Form 10-QSB for the first three quarters of
2002, the consolidated financial statements referred to above contain detailed descriptions of the quarterly changes in the estimated net assets in liquidation. Accordingly, management does not intend to file the quarterly reports on Form 10-KSB for
the three quarterly periods in the nine months ended September 30, 2002.



Farm Fishs Operations



Since the sale of
its real property and certain equipment to H&S, Farm Fish completed selling its inventory of live fish, without restocking. Farm Fishs activities since that time have been focused on disposal of the Companys remaining assets and
winding up the Companys affairs.



Processing and
Marketing



Farm Fish sold its processing operations in
March 1986 and no longer engages in processing live fish or marketing processed products.



Significant Customers



The Companys sales were to a limited number of catfish processors. In 2002 and 2001 two processors represented substantially all of the Companys net sales. The Company historically sold a significant portion of its inventory to
Delta Pride, a cooperative in which the Company is a member.



7



---

Competition



There are a substantial number of independent catfish producers in the general market area. Farm Fish was one of the larger
producers of live fish according to reports published by the USDAs National Agricultural statistical service. Competition among catfish farmers who produce live fish for sale to catfish processors is based primarily on price. Production
techniques are becoming more sophisticated as the industry matures, and farmers who take advantage of the emerging technology in areas such as the maintenance of high water quality may develop a competitive advantage in terms of cost efficiency. The
Company continually monitors water quality of each pond to ensure optimum conditions for fish growth. The Company has replaced some of its gas and diesel powered aeration equipment with more efficient and cost effective electrical aeration
equipment.



Farm Fish Personnel



On December 31, 2002, Farm Fish did not have any employees.



Industry Segments



Farm Fish previously operated in only one industry segment, (catfish
production).



Regulatory Matters



Farm Fishs former facilities and operations are subject to regulation
by various federal and state agencies, including, but not limited to, the United States Department of Agriculture, The Environmental Protection Agency, The Occupational Safety and Health Administration and corresponding state agencies.



Compliance with existing regulations has not had a material adverse effect
on Farm Fishs earnings or competitive position in the past. Management believes that Farm Fish is in substantial compliance with existing laws and regulations and does not know of any major capital expenditures necessary to comply with such
regulations.



Description of Property



As of December 31, 2002, Farm Fish owned certain stock in Producers Feed
Cooperative and the related rights to patronage dividends attached to such stock.



Inventory



Pursuant to
the Plan Farm Fish sold its remaining inventory of fish, without restocking. The Company completed the sale of its fish inventory in March 2002.



Recent Developments



The shareholders approved a transaction between the Company and H & S Fish Farms,



8



---

LLC for the sale of certain assets of the Company. On May 28, 2002, H & S purchased substantially all of the
operating assets (excluding fish inventory) from the Company for $1,800,000. The Company sold it existing inventory of fish, without restocking. The Company intends to distribute the proceeds received from such sale, less certain transaction costs
and outstanding debt of the company to the shareholders. There can be no assurance of the amount, if any, available for distribution to the shareholders. As part of the purchase by H & S, the Company received a note for $1,500,000. This note was
sold to Delta Industries at face value, without discount.



Upon
harvesting certain of the production ponds in 2001, management discovered the quantities of catfish in certain of those production ponds were significantly less than the quantities reported in the perpetual records maintained by the Company. The
quantities of the Companys live fish inventories were determined based upon estimated growth from feed fed in each pond reduced for the actual quantities harvested and estimated mortality. Live catfish are highly susceptible to disease, oxygen
depletion and extreme temperatures, which could result in high mortality. In June and July 2001, management closed 27 of its 57 production ponds and revised its estimates in substantially all of its remaining production ponds resulting in the
write-off of 6,881,226 pounds of catfish inventories. As a result of the write-off of catfish inventories and decreases in the selling price of catfish, management revised its estimate of the liquidation value of inventories downward by $4,441,650
during 2001. After an extensive investigation management believes that several factors, including winter fish kills that were unnoticed and incorrect assumptions in the formula used to compute inventories, contributed to over estimates of the
Companys fish inventories.



Subsequent to December 31,
2002, the Company sold 1708 shares of Producers Feed Cooperative stock to Delta Industries for $153,864, which included any rights to patronage dividends attached to such stock. The value of this stock had been adjusted to zero on the Companys
books due to uncertainties about Producers feed. See Note 4 to Financial Statements



Legal Proceedings



As of
December 31, 2002, there were no material legal proceedings pending or threatened against Farm Fish.



Submission of Matters to a Vote of Security Holders



None



Changes In and Disagreements with Accountants

on Accounting and Financial Disclosure



There are no disagreements with the Companys
accountants. Due to the sale of substantially all of the Companys assets and the winding up of the Companys affairs, the Company has changed the basis of accounting to a liquidation basis as reflected in the financial statements attached
to this report. This change in accounting involves certain assumptions and



9



---

estimates on the part of the Companys management. There can be no assurances that results obtained by the Company
will attain such results. For further information refer to the notes accompanying the Financial Statements.



The Company has retained Horne CPA Group to complete the audits for the years ended December 31, 2001 and 2002. Ernst & Young LLP previously performed
the Companys audits. The Company switched to Horne CPA Group in connection with Delta Industries decision to hire Horne. There were no disagreements with Ernst & Young at the time of their resignation.



Market for Registrants Common Stock and

Related Stockholder Matters



The authorized capital stock of Farm Fish consists of 5,000,000 shares of common stock. The 2,688,605 issued and outstanding shares of Farm Fishs
stock are held of record by approximately 1,843 stockholders. Although Farm Fish common stock is registered under the Securities Exchange Act of 1934, there is no readily ascertainable market value for the stock, since the stock is not traded on any
exchange, is traded infrequently over the counter, and is not quoted in any newspaper. The stock is listed in the pink sheets under the symbol FFIH. There is insufficient basis for establishing a market value.



Holders of Farm Fish common stock have one vote for each share held and are
entitled to accumulate their votes for the election of directors. Shares of common stock are not subject to redemption and the holders of such shares do not have preemptive rights. Holders of shares of common stock are entitled to share ratably in
the assets of Farm Fish legally available for distribution to holders of common stock in the event of the liquidation, dissolution or winding up of Farm Fish. The holders of common stock are equally entitled to dividends when, as and if declared by
the Board of Directors.



Dividends



No cash dividend has been paid by Farm Fish since May 1, 1982. No dividends
are anticipated prior to the final liquidation of the Company.



Managements Discussion and Analysis or Plan of Operation



Liquidity and Capital Resources



On December 27, 2000, the shareholders of the Company approved a plan to liquidate and dissolve the Company (the Plan). Pursuant to the Plan on May 28, 2002, the Company sold its land, ponds and improvements, buildings and
certain machinery and equipment to a third party buyer (the Buyer) for $300,000 in cash on the closing date and a $1,500,000 note receivable from the Buyer. Machinery and equipment totaling $224,302 at December 31, 2001, which is not
being sold to the Buyer, is stated at managements estimate of net realizable value. The note receivable bears interest at 6%, is payable in quarterly installments of $50,141 for ten years and is secured by a first deed of trust on the land,
ponds and improvements and buildings.



10



---

The note receivable was sold to Delta Industries at face value. In accordance with the Plan, the Company completed the
grow out and sale of its live fish inventories in March 2002.



In the first quarter of 2001, the Company changed its estimate of net assets in liquidation from $4,049,797 ($1.51 per common share) to $1,441,497 ($.54 per common share) primarily because upon harvesting certain of the production ponds in
June and July 2001, management discovered the quantities of catfish in certain of those production ponds were significantly less than the quantities reported in the perpetual records maintained by the Company. In June and July 2001, management
closed 27 of its 57 production ponds and revised its estimates in substantially all of its remaining production ponds resulting in the write-off of 6,881,226 pounds of catfish inventories. As a result of the write-off of catfish inventories,
management revised its estimate of the liquidation value of inventories downward by $4,235,352 resulting in a $2,675,352, net of income taxes ($.99 per share) reduction in net assets in liquidation in the quarter ended March 31, 2001.



As the result of the shortages identified above, management estimated that
the sale of its catfish inventories would be completed in March 2002 rather than in December 2002 as originally estimated. Therefore, management revised its estimates of costs to be incurred in carrying out the liquidation of the Company resulting
in a $107,052 ($67,052 net of income taxes or $.02 per share) increase in net assets in liquidation in the quarter ended March 31, 2001.



Management has completed its investigation into the causes for the shortages with the assistance of specialists with the Mississippi State University
National Warmwater Aquaculture Center and private investigators. Based upon its investigation, management uncovered no evidence of theft or fraud and believes the shortages were caused by excessive mortality. However, management has been unable to
determine the specific causes of the shortages or time period over which such shortages occurred. Live catfish are highly susceptible to disease, oxygen depletion and extreme temperatures, which could result in high mortality. Although the catfish
inventory shortages were discovered by an officer of the Company in June 2001, management believes that substantially all of such shortages existed as of March 31, 2001. Accordingly, the Company recorded the changes in estimates in the first quarter
of 2001.



In the fourth quarter of 2001, management changed its
estimate of net assets in liquidation to $1,390,322 or $.52 per common share to reflect managements revised estimates of the Companys liquidation values. The Company completed the sale of its live fish inventories in March 2002 resulting in a
$206,298 ($94,931 net of income taxes or $.04 per share) decrease in net assets in liquidation in the fourth quarter of 2001. Management determined that the collection of certain accounts receivable is doubtful resulting in a $20,383 ($9,376 net of
income taxes or less than $.01 per share) decrease in net assets in liquidation in the fourth quarter of 2001. Management revised its estimate of the liquidation value of investments in cooperatives based upon agreements reached to sell the
investments in 2002 resulting in a $102,068 ($46,951 net of income taxes or $.02 per share) increase in net assets in liquidation in the fourth quarter of 2001. Management also revised its estimates of costs to be incurred in carrying out the
liquidation of the Company resulting in a $13,438 ($6,181 net of income taxes or less than $.01 per share) increase in net assets in liquidation in the fourth quarter of 2001.



11



---

In the fourth quarter of 2002, management changed its estimate of net assets in liquidation from
$1,390,322 to $1,399,210 or $.52 per common share to reflect managements revised estimates of the Companys liquidation values. Management revised its estimate of the liquidation value of investments in cooperatives for the impairment in
the value of Producers Feed Corporation (Producers) stock due to Producers ceasing its operations in 2002, resulting in a $42,700 ($26,700 net of income taxes or $.01 per share) decrease in net assets in liquidation in the fourth quarter
of 2002. Management completed the sale of the remaining items of its property and equipment resulting in a $16,930 ($10,930 net of income taxes or less than $.01 per share) increase in net assets in liquidation in the fourth quarter of 2002.
Management also revised its estimates of costs to be incurred in carrying out the liquidation of the Company resulting in a $39,658 ($24,658 net of income taxes or $.01 per share) increase in net assets in liquidation in the fourth quarter of 2002.



The Company will continue in existence to affect an orderly
winding-up of the affairs of the Company. Proceeds from the sale of the Companys assets will be used for payment of all liabilities and obligations to its creditors with all remaining proceeds distributed to the Companys shareholders on
a pro rata basis.



12



---

FARM FISH, INC.



Jackson, Mississippi



Consolidated Financial Statements



For the Two Year Period Ended

December 31,
2002



13



---

CONTENTS



|Independent Auditors Report                                   |  | 1    
|-------------------------------------------------------------- |  | -----
|Consolidated Financial Statements                              |  |      
|Consolidated Statement of Net Assets in Liquidation            |  | 2    
|Consolidated Statement of Changes in Net Assets in Liquidation |  | 3    
|Notes to Consolidated Financial Statements                     |  | 4  8



14



---

INDEPENDENT AUDITORS REPORT



Board of Directors and Shareholders

Farm Fish,
Inc.



We have audited the consolidated statement of net assets
in liquidation of Farm Fish, Inc. as of December 31, 2002 and the related consolidated statement of changes in net assets in liquidation of Farm Fish, Inc. for the two year period ended December 31, 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 audit.



We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts 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 audit provides a reasonable basis for our opinion.



As described in Note 1 to the consolidated financial
statements, the stockholders of Farm Fish, Inc. approved a plan of liquidation on December 27, 2000, and the Company commenced liquidation shortly thereafter. As a result, the Company has changed its basis of accounting as of December 31, 2000, and
for periods subsequent to December 31, 2000, from the going-concern basis to a liquidation basis.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the net assets in liquidation and the
changes in net assets in liquidation of Farm Fish, Inc. as of and for the two year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America applied on the basis described in the
preceding paragraph.



/S/ Horne CPA Group







Jackson, Mississippi

May 19, 2003



15



---

FARM FISH, INC.

Consolidated Statement of Net Assets in Liquidation

December 31, 2002



|ASSETS                                          |  |   |          
|----------------------------------------------- |  | - | ---------
|Cash and cash equivalents                       |  | $ | 348,777  
|Patronage and dividends receivable              |  |   | 153,864  
|Note receivable from shareholder                |  |   | 800,000  
|Other receivable from shareholder               |  |   | 84,916   
|Other receivables                               |  |   | 21,768   
|Deferred income taxes                           |  |   | 13,000   
|                                                |  |   |          
|Total assets                                    |  | $ | 1,422,325
|                                                |  |   |          
|LIABILITIES AND NET ASSETS IN LIQUIDATION       |  |   |          
|Accounts payable                                |  | $ | 1,043    
|Accrued expenses                                |  |   | 22,072   
|                                                |  |   |          
|Total liabilities                               |  |   | 23,115   
|Net assets in liquidation                       |  |   | 1,399,210
|                                                |  |   |          
|Total liabilities and net assets in liquidation |  | $ | 1,422,325
|                                                |  |   |          
|Number of common shares outstanding             |  |   | 2,688,605
|                                                |  |   |          
|Net assets in liquidation per common share      |  | $ | .52      
|                                                |  |   |          



See accompanying notes.



16



---

FARM FISH, INC.

Consolidated Statement of Changes in Net Assets in Liquidation

For the Two Year Period Ended December
31, 2002



|Net assets in liquidation at January 1, 2001                                                                                    |  | $ | 4,049,797  |  
|------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- | -
|Changes in estimated net realizable value of assets, net of liabilities and estimated cost to carry out the plan of
liquidation |  |   |            |  
|Accounts receivable                                                                                                             |  |   | (20,383    | )
|Inventories                                                                                                                     |  |   | (4,441,650 | )
|Investments in cooperatives                                                                                                     |  |   | 59,368     |  
|Property, buildings and equipment                                                                                               |  |   | 16,930     |  
|Accrued expenses                                                                                                                |  |   | 160,148    |  
|Income tax benefit                                                                                                              |  |   | 1,575,000  |  
|                                                                                                                                |  |   |            |  
|Net assets in liquidation at December 31, 2002                                                                                  |  | $ | 1,399,210  |  
|                                                                                                                                |  |   |            |  



See accompanying notes.



17



---

FARM FISH, INC.

For the Two Year Period Ended December 31, 2002



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note
1.    Business and Summary of Significant Accounting Policies



Business



Farm Fish, Inc. (the
Company) was engaged in catfish farming on approximately 1,375 water acres within the State of Mississippi. Catfish farming is conducted in a few southern states, principally Mississippi, Louisiana, Alabama and Arkansas. The
Companys sales during the two year period ended December 31, 2002 totaled approximately $1.8 million and were primarily to two processors. The Companys significant customers are located within the state of Mississippi. Processed catfish
are sold principally to retail grocery stores, food brokers and restaurants.



The Company is an 80 percent owned subsidiary of Delta Industries, Inc. (Delta).



Liquidation of the Company



On December 27, 2000, the shareholders of the Company approved a plan to liquidate and dissolve the Company (the Plan). Pursuant to the Plan
on May 28, 2002, the Company sold its land, ponds and improvements, buildings and certain machinery and equipment to a third party buyer (the Buyer) for $300,000 in cash on the closing date and a $1,500,000 note receivable from the
Buyer. The note receivable bears interest at 6 percent, is payable in quarterly installments of $50,141 for ten years and is secured by a first deed of trust on the land, ponds and improvements and buildings. Effective May 28, 2002, the Company sold
the note receivable from the Buyer to Delta at face value. In accordance with the Plan, the Company completed the grow out and sale of its live fish inventories in February 2002.



The Company will continue in existence to affect an orderly winding-up of the affairs of the Company. Proceeds from the sale
of the Companys assets will be used for payment of all liabilities and obligations to its creditors with all remaining proceeds distributed to the Companys shareholders on a pro rata basis. Management anticipates that distributions to
the shareholders will occur during the year ending December 31, 2003.



The consolidated statements of operations, shareholders equity and cash flows for years ending on or before December 31, 2000 were prepared on the going concern basis of accounting which contemplates realization of assets and
satisfaction of liabilities in the normal course of business. As a result of the approval of the Plan and the imminent nature of the liquidation, the Company adopted the liquidation basis of accounting effective December 31, 2000. Under the
liquidation basis of accounting, assets are stated at their estimated net realizable value and liabilities are stated at their estimated amounts. The valuation of assets and liabilities requires many estimates and assumptions, and there are
substantial uncertainties in liquidating the



18



---

Company. The valuations presented in the accompanying statement of net assets in liquidation represent estimates based on
present facts and circumstances, of the estimated realizable values of assets, estimated liabilities and estimated costs associated with carrying out the liquidation of the Company. The actual values and costs could be higher or lower than the
amounts recorded as of December 31, 2002. Upon adoption of the liquidation basis of accounting, live fish inventories were stated at their estimated selling price based upon current market prices for sales to processors, less estimated delivery
costs and estimated production cost to grow the live fish to a marketable size.



Estimates of costs to be incurred in carrying out the liquidation of the Company were accrued as of at December 31, 2000 and consisted principally of the administrative salaries and related costs, legal and
professional fees, interest on the note payable to bank, and certain other costs. The actual costs could vary significantly from the estimates due to uncertainty related to the length of time required to liquidate the Company or other factors not
currently anticipated by management of the Company.



Principles of
Consolidation



The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiary, DAT, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.



Note 2.    Changes in Estimates



In the first quarter of 2001, the Company changed its estimate of net assets in liquidation from $4,049,797 ($1.51 per
common share) to $1,441,497 ($.54 per common share) primarily because upon harvesting certain of the production ponds in June and July 2001, management discovered the quantities of catfish in certain of those production ponds were significantly less
than the quantities reported in the perpetual records maintained by the Company. In June and July 2001, management closed 27 of its 57 production ponds and revised its estimates in substantially all of its remaining production ponds resulting in the
write-off of 6,881,226 pounds of catfish inventories. As a result of the write-off of catfish inventories, management revised its estimate of the liquidation value of inventories downward by $4,235,352 resulting in a $2,675,352, net of income taxes
($.99 per share) reduction in net assets in liquidation in the quarter ended March 31, 2001.



As the result of the shortages identified above, management estimated that the sale of its catfish inventories would be completed in March 2002 rather than in December 2002 as originally estimated. Therefore,
management revised its estimates of costs to be incurred in carrying out the liquidation of the Company resulting in a $107,052 ($67,052 net of income taxes or $.02 per share) increase in net assets in liquidation in the quarter ended March 31,
2001.





19



---

FARM FISH, INC.

For the Two Year Period Ended December 31, 2002



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note
2.    Continued



Management has
completed its investigation into the causes for the shortages with the assistance of specialists with the Mississippi State University National Warmwater Aquaculture Center and private investigators. Based upon its investigation, management
uncovered no evidence of theft or fraud and believes the shortages were caused by excessive mortality. However, management has been unable to determine the specific causes of the shortages or time period over which such shortages occurred. Live
catfish are highly susceptible to disease, oxygen depletion and extreme temperatures, which could result in high mortality. Although the catfish inventory shortages were discovered by an officer of the Company in June 2001, management believes that
substantially all of such shortages existed as of March 31, 2001. Accordingly, the Company recorded the changes in estimates in the first quarter of 2001.



In the fourth quarter of 2001, management changed its estimate of net assets in liquidation to $1,390,322 or $.52 per common share to reflect managements
revised estimates of the Companys liquidation values. The Company completed the sale of its live fish inventories in March 2002 resulting in a $206,298 ($94,931 net of income taxes or $.04 per share) decrease in net assets in liquidation in
the fourth quarter of 2001. Management determined that the collection of certain accounts receivable is doubtful resulting in a $20,383 ($9,376 net of income taxes or less than $.01 per share) decrease in net assets in liquidation in the fourth
quarter of 2001. Management revised its estimate of the liquidation value of investments in cooperatives based upon agreements reached to sell the investments in 2002 resulting in a $102,068 ($46,951 net of income taxes or $.02 per share) increase
in net assets in liquidation in the fourth quarter of 2001. Management also revised its estimates of costs to be incurred in carrying out the liquidation of the Company resulting in a $13,438 ($6,181 net of income taxes or less than $.01 per share)
increase in net assets in liquidation in the fourth quarter of 2001.



In the fourth quarter of 2002, management changed its estimate of net assets in liquidation from $1,390,322 to $1,399,210 or $.52 per common share to reflect managements revised estimates of the Companys liquidation values.
Management revised its estimate of the liquidation value of investments in cooperatives for the impairment in the value of Producers Feed Corporation (Producers) stock due to Producers ceasing its operations in 2002, resulting in a
$42,700 ($26,700 net of income taxes or $.01 per share) decrease in net assets in liquidation in the fourth quarter of 2002. Management completed the sale of the remaining items of its property and equipment resulting in a $16,930 ($10,930 net of
income taxes or less than $.01 per share) increase in net assets in liquidation in the fourth quarter of 2002. Management also revised its estimates of costs to be incurred in carrying out the liquidation of the Company resulting in a $39,658
($24,658 net of income taxes or $.01 per share) increase in net assets in liquidation in the fourth quarter of 2002.



20



---

FARM FISH, INC.

For the Two Year Period Ended December 31, 2002



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note
3.    Note Receivable From Shareholder



At December 31, 2002, the Company had an $800,000 note receivable from Delta which bears interest at LIBOR plus 1.75 percent (3.21 percent at December 31, 2002) and is due on demand.



Note 4.    Patronage Dividends Receivable



Substantially all of the Companys catfish feed purchases were from
Producers, a feed cooperative. During 2002, Producers ceased its operations and is in the process of liquidating its assets and liabilities. At December 31, 2002, the Company owns shares of Producers stock and has patronage dividends receivable from
Producers of $153,864. During the fourth quarter of 2002, management decreased its estimate of the liquidation value of the Producers stock from $42,700 to zero due to uncertainties about the amounts that will ultimately be realized from the sale of
the stock, if any. Subsequent to December 31, 2002, the Company sold its investment in Producers, including its rights to patronage dividends receivable, to Delta for its estimated fair market value of $153,864.



Note 5.    Income Taxes



The Company and its subsidiary are included in Deltas consolidated
federal and state income tax returns. The Companys income taxes for financial reporting purposes are determined on a separate company basis.



The components of deferred tax assets are as follows at December 31, 2002.



|Investment in cooperatives |  | $ | 6,000 
|-------------------------- |  | - | ------
|Accrued expenses           |  |   | 7,000 
|                           |  |   |       
|                           |  | $ | 13,000
|                           |  |   |       



The $13,000 deferred
tax asset is expected to be realized as a result of a payment from Delta for the related tax benefits received by Delta from inclusion of the Companys tax losses in Deltas tax returns.



21



---

FARM FISH, INC.

For the Two Year Period Ended December 31, 2002



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note
5.    Continued



The income tax
benefit resulting from the changes in estimated net assets in liquidation for the two year period ended December 31, 2002 are as follows:



|Current  |  |   |            |  
|-------- |  | - | ---------- | -
|Federal  |  | $ | (1,394,000 | )
|State    |  |   | (217,000   | )
|         |  |   |            |  
|         |  |   | (1,611,000 | )
|Deferred |  |   |            |  
|Federal  |  |   | 34,000     |  
|State    |  |   | 2,000      |  
|         |  |   |            |  
|         |  |   | 36,000     |  
|         |  |   |            |  
|         |  | $ | (1,575,000 | )
|         |  |   |            |  



22



---

Exhibits and Reports on Form 8-K



|(a)       Exhibits Required by Item 601 of Regulation S-B: |  |                                                                                              
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|                                                           | 
|3(a)    Articles of Incorporation                         |  | Incorporated by reference from Form 10-K for year ended April 30, 1981                       
|                                                           | 
|3(b)    Bylaws                                             |  | Incorporated by reference from Form 10-K for year ended April 30, 1981                       
|                                                           | 
|3(c)    Amendment to Bylaws                               |  | Incorporated by reference from Form 10-K for year ended December 31, 1984                    
|                                                           | 
|3(d)    Amendment to Articles of Incorporation            |  | Incorporated by reference from Form 10-K for year ended December 31, 1984                    
|                                                           | 
|(10)    Material Contracts                                 |  |                                                                                              
|                                                           | 
|10(a)  Asset Purchase Agreement, dated February 28, 1986  |  | Incorporated by reference from Form 10-K for year ended December 31, 1985                    
|                                                           | 
|10(b)  Asset Purchase Agreement, dated as of July 20, 2000 |  | Incorporated y Reference from Form 14A filed December 8, 2000                                
|                                                           | 
|(b)      Reports on Form 8-K                               |  | Company filed an 8-K on August 11, 2000 related to the transaction with H & S Fish Farms, LLC
|                                                           | 
|                                                           |  | Company filed an 8-K on June , 2003, related to a change in its independent auditors.        



23



---

CERTIFICATIONS



I, David Robison, certify that:



|1. |  | I have reviewed this annual report on Form 10-KSB of Farm Fish, Inc.;
|-- |  | ---------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a 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 report, 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 officers 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 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 prior to 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 officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of
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 other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



24



---

|6. |  | The registrants other certifying officers and I have indicated in this annual report whether 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: July 15, 2003 |  |  | 
|                    |  |  | 



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



FARM FISH, INC., REGISTRANTBy:

/S/    David RobisonDavid Robison Vice President




Date: July 15, 2003



25



---

DIRECTORS SIGNATURE PAGE



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
person on behalf of the Registrant and in the capacity and on the date indicated.



|                    |  |  |  |    
|------------------- |  |  |  | ---
|                    |  |  | 
|Date: July 15, 2003 |  |  |  | By:
|                    |  |  |  |    



|                   |  |  |  |    
|------------------ |  |  |  | ---
|                   |  |  | 
|Date: July 2, 2003 |  |  |  | By:
|                   |  |  |  |    



|                   |  |  |  |    
|------------------ |  |  |  | ---
|                   |  |  | 
|Date: July 6, 2003 |  |  |  | By:
|                   |  |  |  |    



|                    |  |  |  |    
|------------------- |  |  |  | ---
|                    |  |  | 
|Date: July 13, 2003 |  |  |  | By:
|                    |  |  |  |    



26