UNITED STATES
                       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 March 31, 2000
                         Commission File Number 0-28495

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)

            Nevada                                         95-41778228
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)

            555 Bayview Avenue                                39530
            Biloxi, Mississippi                             (zip code)
      (Address of principal executive offices)

         Issuer's telephone number: (228) 435-3632

         Securities registered under Section 12 (b) of the Exchange Act:
                                      None

         Securities registered under Section 12 (g) of the Exchange Act:
                                  Common Stock
                                (Title of class)

         Indicate by check mark whether the issuer (1) has 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 __

         Indicate by check mark 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. (___)

         The issuer's revenues for its most recent fiscal year ended March 31,
2000 were $14,205,602

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which common equity
was sold, or the average bid and asked price of such common equity, as of June
29, 2000 was $3,319,000 (calculated by excluding restricted shares which
includes shares owned beneficially by directors and officers). The total number
of shares of issuer's common equity outstanding as of June 29, 2000 was
13,124,046

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following documents are incorporated by reference into the
following parts of this Form 10-KSB: certain information required in Part III of
this Form 10-KSB is incorporated from the issuer's Proxy Statement for its 2000
Annual Meeting of Shareholders and certain information required in Parts I and
II of this Form 10-KSB is incorporated from its Annual Report to Shareholders
for the year ended March 31, 2000.

         Transitional Small Business Disclosure Format:   Yes      No  X
                                                              ---     ---
                                                                               1
<PAGE>

                                     PART 1

ITEM 1. DESCRIPTION OF BUSINESS

Business Development

The Company was founded as Custom Pack, Inc., which was incorporated under the
laws of the State of Mississippi in 1988. Through a reverse merger completed in
1995, Custom Pack became a wholly-owned subsidiary of International Custom Pack,
Inc., the successor in name to predecessor entities Enviro Solutions
International, Inc. and Rue de Rivoli Perfumeries of America, Ltd., which had
been incorporated in Nevada in 1986. In December, 1998 the company changed its
name to Global Seafood Technologies, Inc. to reflect the expansion of business
activities beyond the core business of seafood processing and packaging. The
expanded activities include the aquaculture production of seafood, and
processing, packaging, and distribution of bait products for recreational
fishing.

Business Description

Custom Pack

Our principal line of business is the full-service processing, packaging, and
storage of shrimp and other seafood. This business is conducted through our
wholly-owned subsidiaries, Custom Pack, Inc. ("Custom Pack") as well as CoMar
Foods, Inc. The products are distributed to many of the nation's largest seafood
restaurant chains and retail grocery outlets. For the last three fiscal years,
(1998, 1999, 2000), the operations from this business segment accounted for
99.9%, 99.9%, and 91.7% of total company revenues, respectively. All of the
company's sales were to the United States for the last three fiscal years.
Foreign or export sales are not expected to be a material factor in future
revenues.

Seafood consumption is a large and growing market. The United Nations Food and
Agricultural Organization estimates the annual worldwide market for seafood
products to be in excess of $50 billion, of which the United States market is
approximately $8 billion. The world market for shrimp alone is $30 billion, with
the United States portion being $2.5 billion. Consumption of all seafood
products, and principally shrimp, has risen steadily throughout the last two
decades.

The seafood industry is very fragmented. It is characterized by thousands of
suppliers and middlemen throughout the distribution chain from product
procurement, wholesale distributors, and retail food stores or restaurants.
Seafood is sold fresh, or frozen in blocks or by IQF (Individual Quick Freeze)
methods. Custom Pack is one of the IQF processors of seafood in the United
States.

There is no major player in the seafood industry that commands a significantly
large market share, creates a nationally recognized brand name, or establishes
descriptive product standards. Products like shrimp are sold on a commodity-type
basis with little uniformity of size or species. Restaurants, supermarkets, and
other outlets buy a variety of products from a variety of suppliers. Product
availability and consistency of quality are important factors in the service
provided.

Products and Services

In its core business activity, the company has established itself to provide an
increasing variety of seafood items, which are of consistent quality and are
conveniently packaged for commercial or consumer use. Frozen, headless shrimp
(with shell on) is the principal product processed, which is frequently packaged
in one-pound and two-pound packages. Peeled shrimp is also processed under
private labels for customers or for distribution to restaurants. A small volume
of frozen fish fillets are packaged for distribution, as well.

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We continue to focus on packaging innovations and value-added specialty entrees
to expand sales and increase margins in these areas. The IQF processing method
has contributed to many innovations in bringing seafood products to the
consumer. Within the last year, Custom Pack has developed a shrimp stir fry
product for the Aurora Foods "Chef's Choice" brand, which has helped the company
achieve increased sales. In 1997 the company acquired Co Mar Foods, which
produced breaded and stuffed shrimp, stuffed lobster, cooked shrimp rings (with
cocktail sauce) and other value-added, ready-to-cook, ready-to-eat seafood
products. The processing of these products has been integrated into the Custom
Pack facility during the latest fiscal year. Since the introduction of the
cooked shrimp rings, market acceptance has lead sales of this product to become
less seasonal in nature.

Customer Support

Custom Pack processes and packages products principally for the account of third
parties under various brand names, and relies on seafood brokers and
distributors to market and distribute the products. Ocean To Ocean Seafood Sales
is a principal customer, as is Aurora Foods and Van DeCamp. The company does not
operate under government contracts or other long-term contracts and has no
backlog.

For the fiscal year ended March 31, 1999, the sales to two Custom Pack customers
amounted to 36% and 32% of total company sales. For the fiscal year ended March
31, 2000, the sales to these two customers amounted to 34% and 13%. In the
opinion of management, the loss of these customers would have a material,
short-term impact on the company, but this business could be generated from
other sources, if necessary.

Suppliers

Seafood products are readily available in domestic and international markets.
Our operations rely on outside sources for seafood products. Our current
products are usually purchased at the dock source or trucked in for processing.
Buying agents are employed in the United States along the South Atlantic Coast
and Gulf of Mexico from North Carolina to Texas. The company also imports
seafood from Asia and Central and South America. The aquaculture subsidiary does
not supply a significant amount of product to the company, but it is our
intention to develop this business as a consistent source of supply for the
future.

The company purchased product from two suppliers during the year ended March 31,
2000 that comprised approximately 27% and 20% of total purchases. In fiscal year
ending March 31, 1999, the company purchased product from three suppliers that
accounted for a total of 22%, 15%, and 12% of total purchases, respectively. In
the opinion of management, the loss of these suppliers would have a material,
short-term impact on the company, but the purchases could be generated from
other sources, if necessary.

Aquaculture

The company maintains an Aquaculture Division within Custom Pack, which is
engaged in the development of farm grown seafood, principally freshwater shrimp,
at its facility in Ocean Springs, MS. The facility was acquired in 1997 as a
tilapia farm, and has been converted to a hatchery and nursery for freshwater
shrimp larvae for stocking in ponds operated by independent growers. Revenues
from this segment are not presently significant, accounting for 0.01% in the
1999 fiscal year and 0.40% in the latest fiscal year. However, expansion could
be achieved rapidly as commercial production is demonstrated. Approximately 75%
of some $30 Billion of shrimp consumed worldwide are caught in the oceans, and
about 25% are grown in aquaculture.

In March, we entered into a joint venture with a private investor to develop
approximately 100 acres of ponds for commercial production of freshwater shrimp
in Mississippi, utilizing the larvae seed stock produced in Ocean Springs. We
are actively exploring other opportunities for similar commercial production
arrangements

                                                                               3
<PAGE>

with other parties. This could lead to significant expansion of the nursery and
hatchery business, as well as increased revenues from the sale of product and
from the processing of the product at Custom Pack.

Shrimp grown in freshwater have been produced overseas and imported to the
United States on a relatively limited basis. Custom Pack processed approximately
2 million pounds of this product last year. Given the demand for shrimp and the
limitations on future supplies from the oceans, the company believes that the
development of the freshwater shrimp industry in this country could, over time,
parallel the success demonstrated in the catfish industry.

We have developed certain business knowledge and practices relating to the
commercial production of freshwater shrimp, which we deem to be proprietary.
Patents do not protect this intellectual property, but the company relies upon
common law rights and contracts to establish and protect its interests. There
can be no assurance that our measures to protect our intellectual property will
deter or prevent its unauthorized use, but we believe that we have, at a
minimum, established an advantage in the initial commercial production of this
product. If we are unable to protect our intellectual property rights, we
believe it could negatively affect the results of future operations through
increased competition.

Killer Bee Bait

We package and distribute recreational fishing bait products through our Killer
Bee, Inc. subsidiary, which was acquired in April, 1999. These products include
varieties of bait shrimp, catfish bait, eels, cut squid, whole squid, cigar
minnows, ballyhoo, frozen chum, and menhaden oil. The products are primarily
packaged in frozen form at the Finicky Pet Foods facilities in Pascagoula, MS.

This segment of the company's business is seen as offering great potential to
utilize our established business strengths in procuring, processing, packaging,
and in making the products available through distribution to convenient outlets.
We utilize many of our supply sources for our seafood products to supply the
"Killer Bee Bait" line of bait products. Because of our established sources of
supply for seafood products and the relative volume of existing business, we
believe that we are in a position to acquire abundant supplies of recreational
fishing bait products to support this line of business.

The acquisition of the assets and brand name of Drag N Bait, Inc. in June 1999
further strengthened the company's source of supply for one, key bait product,
ballyhoo. Drag N Bait is a recognized supplier of ballyhoo to the recreational
fishing market, particularly in Florida. The operations of Drag N Bait have been
consolidated with those of Killer Bee, but certain products continue to be sold
under the established Drag N Bait name, and the full line of Killer Bee products
have now been made available to former Drag N Bait customers.

The "Killer Bee Bait" name is a registered trade name, and the products are sold
through Wal Mart, K Mart, and other large retail outlets, and at independent
marinas and bait shops. At the end of the last fiscal year - the first year of
introduction to the market - Killer Bee products were being sold in over 100
large retail outlets and to over 200 independent outlets in a 10 state area from
Texas to Virginia. For the year, Killer Bee registered $1,124,345 in sales last
year and accounted for 7.9% of total revenues of the company. Gross Profit
Margin from this segment is higher than the processing business segment, and
continued expansion is expected.

The recreational bait industry represents a $1.0 Billion sales market annually
in the United States, according to 1996 Department of Commerce Wildlife and
Fisheries data, which include both freshwater and saltwater fishing. We have
chosen to focus initially on establishing ourselves in the saltwater market in
the Southeastern states, but we expect to further develop its customer base to
include other saltwater fishing states as well as the inland freshwater market.

                                                                               4
<PAGE>

The company is not aware of any single dominant company or nationally recognized
brand name for bait products, and has the objective of establishing Killer Bee
Bait in that position over time.

Statutory and Regulatory Changes

Hazard Analysis and Critical Control Point ("HACCP") regulations took effect in
the seafood processing industry in December 1997. Our plants were in compliance
in advance of the effective date and are fully approved. Continued compliance
with HACCP will not affect the company's operations, but compliance may affect
competition, which might not be in the same position as we are.

The discharge of water wastes from our facilities is in full compliance with
existing government regulations and standards. We do not envision that any
significant capital expenditures will be required for environmental control
procedures for the foreseeable future.

The terms and conditions under which we prepare, pack and distribute our seafood
products are subject to government regulation. Federal laws and FTC regulations
apply to interstate distribution of frozen seafood products, while particular
state regulatory authorities have jurisdiction over seafood distribution and
sale within their borders.

Company Strategy

In the near term, we plan to continue product innovation within our core
business at Custom Pack, continue expansion of the distribution of our Killer
Bee products, and promote the development of our aquaculture business.

As a long term strategy, we will entertain strategic mergers and acquisitions of
both processing and sales entities, which would increase market share, improve
profit margins, and facilitate unified marketing efforts that create brand
identification.

Employees

As of March 31, 2000 there were approximately 120 persons employed by the
Company. This number does not include its independent commission salesmen, who
are classified by the Company as independent contractors rather than employees.
The Company's employees are not unionized, and the Company believes that its
relationship with its employees is good.

ITEM 2.  DESCRIPTION OF PROPERTIES

The seafood processing and packaging business is conducted through our Custom
Pack subsidiary at its plant located at 555 Bayview Avenue, Biloxi, MS. The
plant facility occupies over 50,000 square feet of floor space, including
processing areas, coolers, and freezers and is on 3.7 acres of property. This
facility also contains our corporate offices. This property collateralizes the
company's line of credit with its bank.

We have discontinud operations at our CoMar Foods, Inc. plant location at 10200
Cody Driskell Road, Irvington, AL. The products, which were produced at that
location, are now being produced at the Custom Pack facility. The CoMar
location, consisting of 12,800 square feet of processing space on 10 acres of
property, is currently offered for sale or lease. The Company has taken a
financial write down of $775,000 in the carrying value of this property in the
latest fiscal year in anticipation of such a sale or lease.

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<PAGE>

Our aquaculture business is conducted at our Ocean Springs, MS facility, which
occupies 25 acres, with 10.7 acres developed, and includes three geothermal
water wells. This site will be expanded to meet the requirements of the
aquaculture business segment, as needed.

Should the company's freezing and storage capacity be affected by widespread
municipal power shortages, the company would have a period of five to seven days
to address such loss of power through alternative means before any losses would
be experienced.

ITEM 3.  LEGAL PROCEEDINGS

In the ordinary course of its business, we are periodically made a party to
routine proceedings or litigation, the expected results of which will have no
material adverse affect upon our financial or operating condition. At the
present time, neither the Company nor any of its directors or executive
officers, nor any controlling shareholder, is a party to any pending legal or
administrative proceeding having the potential for any material affect upon any
matter herein discussed, nor are any of the Company's properties the subject of
such a proceeding, and no such proceeding is known to be overtly threatened.

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

There were no matters submitted to security holders for a vote during the course
of the fourth quarter of the last fiscal year. Other matters being submitted to
shareholders at the annual meeting are included in proxy material for that
meeting and are incorporated by reference.

                                                                               6
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                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of March 31, 2000, the Company reported 13,124,046 outstanding shares of
common stock, $.001 par value and 200,000 convertible preferred shares. Based on
a closing market price of $0.97 per share, the outstanding common stock had a
market capitalization of approximately $12,730,325 at that time, which includes
restricted shares owned beneficially by officers and directors.

The company has outstanding 4,500,000 warrants to purchase additional common
shares at prices between $1.00 to $1.56 and expiring on or before July 1, 2001
to April 1, 2009.

Presently, the Company's securities are traded over-the counter under the symbol
"GSFT". Prior to December 22, 1998, the Company's securities traded under the
symbol "IPCK". The shares have not been eligible for listing on any securities
exchange or under the NASDAQ system. The Company's directors expect to undertake
such actions as may be required to achieve such NASDAQ listing when the
requirements to do so have been met.

The following table sets forth the high and low historical quotes for the
periods indicated:

        Quarter ended                       High                       Low
        -------------                       ----                       ---
        March 31, 2000                      1.200                      0.600
        December 31, 1999                   1.375                      0.680
        September 30, 1999                  1.875                      0.937
        June 30, 1999                       2.500                      1.125

        March 31, 1999                      2.750                      1.000
        December 31, 1998                   1.156                      0.610
        September 30, 1998                  2.062                      1.125
        June 30, 1998                       2.625                      1.437

There were approximately 1,500 shareholders of record listed by the Company's
transfer agent and reported beneficial owners of the Company's common stock as
of June 1, 2000.

The Company has not paid cash dividends on its common stock and does not expect
to pay cash dividends on its common stock in the future.

RECENT SALES OF UNREGISTERED SECURITIES

During the course of the last fiscal year, the company issued additional
securities as described below:

On April 1, 1999 we issued 152,564 shares to G & G Trading Company and an
aggregate of 1,500,000 common stock purchase warrants exercisable at the rate of
$1.56 to Brent Gutierrez (500,000 warrants) Clayton Gutierrez (500,000 warrants)
and Larry Gollott (500,000 warrants) in connection with the purchase of the
assets, brand name and customer lists of Killer Bee, Inc., which were valued at
$238,000. The number of shares issued and the exercise price of the warrants
were both determined by the $1.56 per share price that existed at the time of
the transaction. Mr. Brent Gutierrez is the company's CEO, President, CFO,
Treasurer and a Director. Mr.

                                                                               7
<PAGE>

Clayton Gutierrez is the company's Senior Vice President, Secretary and a
Director. We relied on the exemption from registration at Section 4(2) of the
Securities Act of 1933 for non-public offerings.

On April 7, 1999 we issued 114,800 shares of the company's common stock to Henry
Gutierrez in lieu of future payments of $143,500 which were due under a certain
non-compete agreement between the company and Mr. Gutierrez. We relied on the
exemption from registration at Section 4(2) of the Securities Act of 1933 for
non-public offerings.

On June 23, 1999 we issued 32,000 shares of the company's common stock to Finch
Enterprises, LLC in lieu of consulting services valued at $40,000. We relied on
the exemption from registration at Section 4(2) of the Securities Act of 1933
for non-public offerings.

During April, 1999 we issued 200,000 shares of preferred stock valued at $10.00
per share and 2,000,000 warrants exercisable at the rate of $1.00 per share,
expiring on July 15, 2001 for $2,000,000 in cash to William Schofield, a
Director of the company. We relied on the exemption from registration at Section
4(2) of the Securities Act of 1933 for non-public offerings.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


The following selected financial data, as of, and for each of the last two years
ended March 31, have been extracted from the audited financial statements of the
Company, a copy of which is included herein. All such data should be read only
in conjunction with, and is qualified in their entirety by reference to, the
Company's financial statements and accompanying notes.

                             SELECTED FINANCIAL DATA
                  (Dollars in thousands, except per share data)
                     AS OF AND FOR THE YEARS ENDED MARCH 31,

                                     Percentage                     Percentage
                        1999        of Net Sales         2000      of Net Sales
INCOME STATEMENT

REVENUE:              $  13,841        100.00           $ 14,206      100.00

COST OF SALES:        $  11,702         84.55           $ 10,467       73.68

GROSS PROFIT:         $   2,139         15.45           $  3,738       26.32

OPER. EXPENSES        $   2,056         14.86           $  3,933       27.69

INCOME BEFORE
OTHER ITEMS           $      82          0.59           $   (196)      (1.37)

OTHER INC (EXP)       $     (44)        (0.32)          $   (841)      (5.92)

NET INCOME
BEFORE TAX            $      38          0.27           $ (1,036)      (7.29)

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PROVISION FOR
INCOME TAX            $       9          0.07           $      -        0.01
                      ---------          ----           --------        ----

NET INCOME            $      29          0.21           $ (1,036)      (7.29)

NET INCOME (LOSS)
PER SHARE(1)          $    0.00                         $  (0.08)



                                      Audited       Audited
                                       1999           2000
BALANCE SHEET:

TOTAL ASSETS:                       $   4,232       $ 5,485

LONG-TERM OBLIGATIONS:(2)           $   1,653       $ 1,688

TOTAL STOCKHOLDERS' EQUITY          $   1,676       $ 3,605

(1)      Net Income (Loss) from continuing operations per share includes the
         weighted average number of shares of the Company's common capital
         outstanding

(2)      Long-term Obligations includes the current portion of long-term debt
         and capital leases.


Overview and Forward-Looking Statements

This report and other oral and written statements made by the Company to the
public contain forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on management's current expectations of
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described.

Our core seafood packaging business of the company provided nearly 100% of
revenues in the 1999 fiscal year and 92% last year. While revenues from this
core business have been relatively flat from year to year, more significant
rates of growth in revenue and profit for our operations are expected to come
from our Killer Bee subsidiary and our aquaculture division. Contributions from
these latter areas should appear in the financial results of the 2000-01 fiscal
year and thereafter.

Growth in Working Capital

Historically, the core business has not required that significant inventory be
maintained, as products are either sold immediately from processing or are
packaged for third-party accounts. However, beginning with the acquisition of
Killer Bee, Inc. last year, we began packaging and distributing frozen bait
products for the recreational fishing industry. The nature of this business
segment requires that we acquire, process, and have available for distribution
an adequate supply of product in inventory. As this segment of business expands,
the company's relative levels of inventory will expand accordingly. The balance
sheet as of March 31, 2000 reflects an increase in inventory from $-0- at March
31, 1999 to $641,708 due to the operations of Killer Bee.

Similarly, sales in the core business segment are generally settled at the time
of wholesale delivery, so that accounts receivable have customarily been
maintained at relatively low levels. The nature of the recreational bait
business requires that normal account terms be extended to corporate accounts.
$216,042 of the reported $374,471 increase in accounts receivable is related to
the addition of Killer Bee.

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The capital received last year by the Company from several financial
transactions provided additional liquidity to support the growth of inventory
and accounts receivable assets (See "Liquidity and Capital Resources" below). As
of March 31, 2000 the company maintained cash reserves of $1.3 Million. Current
Assets more than doubled from the previous year from $1,423,147 to $3,197,325.

Current Liabilities declined by 63% from the previous year, primarily through a
reduction in trade accounts payable by $640,000 (-93%). As a result, the company
established considerable liquidity, as measured by the current ratio of 7.56.
Additionally, the company maintains a $1,000,000 line of credit with its bank
that had no borrowings outstanding at year end.

Net Sales

Net Sales primarily reflects the results of processing and packaging operations.
The amount of revenues recognized in any given year is a function of whether the
products are either: a) purchased, processed, and packaged by the Company, or;
b) processed and packaged for third parties on a consignment basis. In the first
instance, revenues would be higher, reflecting the cost of the product, and in
the latter case revenues would only reflect a processing charge. Gross Margins
are relatively unaffected by either scenario, but the reported Net Sales figures
can be greatly affected.

Net Sales for the year ended March 31, 2000 increased from the previous year
from $13,841,059 to $14,205,602, primarily from the introduction of $1,124,345
in sales from Killer Bee. The reported contribution from the core business
segment was relatively flat as to total sales. However, core business sales
continued to reflect the higher level of production activity in consignment
sales, where the recorded level of sales is lower and gross profits as a
percentage of sales are higher. The Company attributes the increased production
activity to the continued expansion of its customer base for packaged seafood by
its Custom Pack subsidiary.

Cost of Sales sets forth the processing and packaging costs, including plant
labor, in-bound and out-bound freight, and the raw material (seafood) costs
where the products are processed for the Company's own account. Where processing
is done for third-party account, the raw material (seafood) costs are not
carried on the Company's books. Approximately 20% to 30% of Net Sales is
reflected in processing for third parties, where we charge a processing fee and
do not maintain any inventory level of product for our own account. The decline
in Cost of Sales from $11,702,369 to $10,467,143 (minus 10%) reflects the higher
level of consignment processing in the March 31, 2000 year. The increase in
Gross Profit Margins to 26.32% from 15.45% reflects this relative increase in
processing sales as well as the additional contribution of Killer Bee products,
which are produced with higher profit margins.

Selling, general and administrative expenses increased from $1,672,925 to
$3,490,382, an increase of 109% in the latest fiscal year. The increase reflects
our expanded corporate overhead expenses incurred in anticipation of future
revenue growth from Killer Bee.

Operating Income

Operating Income from our core business of Custom Pack, Inc. has been used by us
to offset operating losses from Comar Foods and the Aquaculture Division, and in
this last fiscal year, Killer Bee, as well. For the fiscal year ending March 31,
1999, net income declined to $28,600 because the operating losses from CoMar and
Aquaculture offset $495,400 profit from Custom Pack. For the fiscal year ending
March 31, 2000, Custom Pack recorded an operating profit of $595,353 before
intercompany and other expenses, however, the operating losses from the other
areas exceeded this figure. The CoMar and Aquaculture operating losses were
collectively $100,000, and the operating loss of Killer Bee was $568,087.

                                                                              10
<PAGE>

We have integrated the CoMar operations with those of Custom Pack by
transferring packaging and processing operations of CoMar to the Custom Pack
facility to improve the performance of that business. We view the initial losses
in the Aquaculture Division as an investment in the future for the Company, and
operating cash flow for Aquaculture last year was actually slightly positive.
The revenues of Killer Bee are seasonal in nature, but are expanding at a rate,
which we believe will provide sufficient profits to cover operating expenses in
the 2001 fiscal year.

Other Income (Expenses)

Impairment Loss

During the last fiscal year, the Company reached a decision to discontinue the
operations at the CoMar Foods facility. This decision was influenced by the
cessation of certain product lines and the transfer of other processing
operations to Custom Pack. The CoMar facility was listed for sale, and the
Company has recorded a one time Impairment Loss of $775,000.

We reported Other Income of $66,822 in the fiscal year ended March 31, 1999 and
a loss of $840,512 in the latest year, reflecting Interest Expense of $162,704
in addition to the Impairment Loss. Other Income predominantly reflects lease
payments received from rental of Company-owned property to the Casino industry
in Biloxi, Mississippi, and Interest Income.

Gain on Sale of Assets

During the fiscal year ending March 31, 1999 the company sold two pieces of
equipment in separate transactions to unrelated parties for cash totaling
$31,000. These assets had a net book value of $5,674, which resulted in a Gain
on Sale of Assets of $25,326. In the fiscal year ending March 31, 2000, we
disposed of assets that resulted in an net gain of only $8,324.

Seasonality

Because of the availability of seafood throughout the world markets, there is
only a modest seasonal factor for the company's core business. Typically, the
Company's operating activities increase slightly during the Spring and Fall
domestic shrimp harvesting seasons, depending on the abundance of the crop that
is found in the wild. The revenues of Killer Bee demonstrate seasonality that
reflects the higher recreational fishing activities in the warmer months of the
year.

Inflation

The Company's business is not significantly affected by inflation. We anticipate
that any increased costs can be passed on to our customers.

New Products and Services

On April 1, 1999 we acquired the assets, brand name and customer lists of Killer
Bee, Inc. and became a supplier of bait products to the recreational fishing
industry. Killer Bee packages and distributes over 30 brand name bait products
for recreational fishermen. These products are currently sold along the United
States Gulf Coast and the Atlantic coast from Florida to Virginia through
selected K Mart and Wal Mart stores and independent outlets. These bait products
compliment our existing seafood operations and contributed $1,124,345 in sales
last year.

On June 25, 1999 we purchased the assets and brand name of Drag N Bait, Inc. The
purchase price was determined by asset values agreed to by the Company and the
seller, and there was no affiliation between the parties. Drag N Bait is a
recognized supplier of ballyhoo to the recreational fishing market, particularly
in Florida. Ballyhoo is considered a premium bait product, and this addition has
expanded the availability of

                                                                              11
<PAGE>

products for Killer Bee. The operations of Drag N Bait after June 25, 1999 have
been consolidated with those of Killer Bee in the company's financial
statements.

Liquidity and Capital Resources

The operations of the Company and its subsidiaries have historically been funded
from cash flow from operations of Custom Pack. This continues to be the case,
however, financing activities have more recently provided significant capital
resources, as well. In combination, net cash increased by $559,402 last year and
$705,087 in the previous fiscal year.

Operating Activities

The Company's Consolidated Statement of Cash Flows reported $1,210,615 in funds
used by Operating Activities in the latest fiscal year compared to $685,572
generated from Operating Activities in the March 31, 1999 fiscal year. This
change was primarily due to an increase in both accounts receivable ($571,151)
and inventory ($217,569) related to the start up of Killer Bee and a reduction
in accounts payable ($712,170) from cash reserves. Depreciation provided
$411,769 and the $775,000 Impairment loss was a non-cash charge to earnings.

Investing Activities

Net Investing Activities consumed an additional $652,602 in funds compared to
$444,333 used in the previous year. We purchased additional property and
equipment of $823,023 and $475,333 in the last fiscal years ending March 31,
2000 and 1999, respectively. The bulk of the increase in the March 31, 2000
fiscal year resulted from activities of Killer Bee, including the $337,000
acquisition of Drag N Bait plus purchases of freezers and packaging equipment.
Our aquaculture division invested approximately $125,000 in fixed asset
improvements, which are included in that increase as well. Sales of property and
equipment generated $170,421 and $31,000, respectively.

Financing Activities

Financing activities have become a much more significant source of net cash for
the Company and the expansion of the business activities of its subsidiaries.
$2,422,619 was provided from this source in the last fiscal year, primarily from
$2,577,599 in proceeds from sale of preferred and common stock and additional
capital contributed. These funds were utilized to support the use of funds in
Operating Activities described above.

On April 1, 1999 the Company issued 152,564 common shares for the acquisition of
Killer Bee, Inc. assets valued at $238,000. On April 7, 1999 the Company issued
114,800 common shares to buy out the balance of $143,500 in payments due under
the outstanding non-compete agreement, and issued 32,000 common shares for
services rendered, which had a value of $40,000.

In March of the 1999 fiscal year, we issued 1,050,000 shares to four investors
to be held in escrow until proceeds of $650,000 was received by the company. We
received $477,600 in the 2000 fiscal year and an aggregate of 771,508 shares
were delivered to the investors. We intend on canceling the balance of the
subscriptions and returning 278,492 shares to our treasury.

During April, 1999 we issued 200,000 shares of preferred stock valued at $10.00
per share and 2,000,000 warrants exercisable at the rate of $1.00 per share,
expiring on July 15, 2001 for $2,000,000 in cash to William Schofield, a
Director of the company. We relied on the exemption from registration at Section
4(2) of the Securities Act of 1933 for non-public offerings and Rule 506 under
Regulation D. These funds are designated by the Company to support working
capital requirements for the expansion of the Killer Bee bait products.

                                                                              12
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

Financial Statements are incorporated by reference and attached as an exhibit.

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

There have been no changes and disagreements with accountants on accounting and
financial disclosure.



                                    PART III

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

                                                                   Years of
                                                                  Service with
Name                   Age      Position                            Company
----                   ---      --------                            -------
Brent Gutierrez        38       Director, Chief Executive              12
                                Officer, President, Chief
                                Financial Officer and
                                Treasurer

Clayton F. Gutierrez   35       Director, Senior Vice                  12
                                President and Secretary

Frank C. Gutierrez     65       Director                               12

Anita K. Gutierrez     59       Director                               12

William Schofield      64       Director                                1

Mr. Brent Gutierrez is a founder of the Company and has served as its Chairman
of the Board of Directors, Chief Executive Officer and President since its
activation in February 1988 as Custom Pack, Inc. Prior to his involvement with
the Company he was attending Mississippi State University.

Mr. Clayton F. Gutierrez is also a founder of the Company and has served as a
member of the Board of Directors and Senior Vice President since 1988. Prior to
his involvement with the Company he was attending the University of Southern
Mississippi.

Mr. Frank Gutierrez is a founding Director of the Company. Prior to his
involvement he was an owner and manager of Biloxi Freezing Company.

                                                                              13
<PAGE>

Mrs. Anita Gutierrez is a founding Director of the Company. Prior to her
involvement she served as Controller of Biloxi Freezing Company.

Mr. Schofield was elected to the Board of Directors of the Company in April
1999. He is Chairman and Chief Executive Officer of Finicky Pet Foods, Inc. and
W. F Schofield, Inc., engaged in pet food raw materials brokerage.

The Company's Bylaws indicate that the Company will hold an annual shareholder
meeting within the third or fourth calendar month following the conclusion of
its preceding fiscal year of operations, the specific date to be determined by
the incumbent directors, at which Company directors shall be elected.
Accordingly, the normal term of office of each director is fixed at one year,
commencing on the date of his election at such shareholder meeting and
continuing until his reelection or replacement at the succeeding such meeting.
The Company conducted its 1999 annual shareholder meeting during the month of
June 1999. We anticipate conducting our 2000 annual meeting in August 2000.

Each of the Company's principal officers is elected by and serves at the
pleasure of the Board of Directors.

ITEM 10. EXECUTIVE COMPENSATION

No Director is specially compensated for the performance of duties in that
capacity or for his/her attendance at Director meetings. Neither the Company's
bylaws nor Nevada law requires the Board of Directors to conduct regular
meetings during an operating period. As the Company's Directors, in their
separate capacities as the Company's operating officers, meet daily to review
Company activities, no regular or special meetings of the Company's Board of
Directors were called or conducted during 1999, nor within the portion of the
current fiscal year preceding the filing of this Registration Statement. No
Board of Directors Committees operated during 1999 or prior thereto.

The following table sets forth certain information regarding the compensation
paid to each of the Company's officers during the calendar years indicated:
<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------
                                                                                     Long Term Compensation
                            Annual Compensation                  Awards                   Payouts
              --------------------------------------------------------------------------------------------------
  Name and                                         Other       Restricted                           All Other
  Principal                                        Compen-     Stock       Options/                 Compen-
  Position       Year       Salary       Bonus     sation      Awards      SAR's          Payouts   sation
----------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>                <C>         <C>         <C>           <C>        <C>         <C>
Brent            1999        $134,000           $0          $0          $0            0          $0          $0
Gutierrez        1998        $104,000           $0          $0          $0            0          $0          $0
                 1997         $95,000           $0          $0          $0            0          $0          $0

Clayton          1999        $134,000           $0          $0          $0            0          $0          $0
Gutierrez        1998        $104,000           $0          $0          $0            0          $0          $0
                 1997         $95,000           $0          $0          $0            0          $0          $0
----------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                              14
<PAGE>

The referenced periodic compensation was set by the Company's directors. The
Company has no form of employment agreement with either senior officer, nor any
contractual arrangement under which, upon the individual's resignation or other
termination of service, or upon the occurrence of any change in the control of
the Company, the individual would receive any special compensation.

There were no individual grants of stock options or stock appreciation rights
(SARs) to any executive officers or directors during the last fiscal year and no
stock options or SARs were exercised by any executive officers or directors
during the last fiscal year. The following table illustrated the aggregate
amount of outstanding stock options for the company's directors as of the fiscal
year end. All such outstanding options are in the form of warrants which were
purchased for value as described in the footnotes to the company's financial
statements.
<TABLE>
<CAPTION>
Aggregate Option/SAR Exercises in the Last Fiscal Year and FY-End Option/SAR Values
---------------------------------------------------------------------------------------------------------
                  Shares                  Number (#) of Securities
                 Acquired                  Underlying Unexercised
                    on                        Options/SARs at         Value of Unexercised In-the Money
                 Exercise     Value                FY-End                Options/SARs at FY-End ($)
      Name          (#)    Realized ($)  Exercisable/Unexercisable        Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------
<S>                  <C>        <C>          <C>                           <C>
Brent Gutierrez      0          0            500,000                       0
---------------------------------------------------------------------------------------------------------
Clay Gutierrez       0          0            500,000                       0
---------------------------------------------------------------------------------------------------------
William Schofield    0          0            2,000,000                     0
---------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This table describes the ownership of our outstanding common stock as of March
31, 2000 by (i) each of our officers and directors; (ii) each person who is
known by us to own more than 5% of the Company's outstanding common stock; and
(iii) all of our officers as a group:

         Name and Address           Amount and Nature of        Percentage of
         Of Beneficial Owner         Beneficially Owned             Class

         Brent Gutierrez            3,217,522 (1)                   24.05%
         555 Bayview Avenue
         Biloxi, MS  39530

         Clayton Gutierrez          3,217,521 (2)                   24.05%
         555 Bayview Avenue
         Biloxi, MS  39530

         Frank and Anita Gutierrez  2,666,666                       20.71%
         JTWROS
         555 Bayview Avenue
         Biloxi, MS  39530

                                                                              15
<PAGE>

         William Schofield          5,555,556  (3)                  30.14%
         15340 Fiddlesticks Blvd.
         Ft. Meyers, FL  33912

         Equity Advisors, Inc.      1,000,000  (4)                  7.77%
         14502 N. Dale Mabry Hwy
         Tampa, FL  33618

         All officers and directors
         As a group (5 persons)     14,657,265 (1) (2) (3)         75.43%

(1)      Includes 500,000 shares which may be obtained by Brent Gutierrez upon
         the exercise of warrants owned by Mr. Gutierrez in the like amount.
(2)      Includes 500,000 shares which may be obtained by Clayton Gutierrez upon
         the exercise of warrants owned by Mr. Gutierrez in the like amount.
(3)      Consists of 3,555,556 shares which could have been obtained by Mr.
         Schofield upon the conversion of preferred shares as of December 31,
         1999 and 2,000,000 shares which may be obtained by Mr. Schofield upon
         the exercise of warrants owned by Mr. Schofield in the like amount.
(4)      Includes 1,000,000 shares which may be obtained by Equity Advisors,
         Inc. upon the exercise of warrants owned by it in the like amount.

As ownership of shares of the Company's common stock by each of the Company's
directors and executive officers is included within the foregoing table, and as
the Company currently employs no additional executive officers, no separate
table has been provided to identify Company stock ownership by management
personnel.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth below, there have neither occurred within the preceding two
year period, nor are there pending or proposed, any direct or indirect material
transactions between us and any of our directors, executive officers or
controlling shareholders outside the ordinary course of our business.

On April 1, 1999 we issued 152,564 shares of our outstanding common stock to
purchase the assets, brand name, and customer lists of Killer Bee, Inc., a
company jointly controlled by Brent Gutierrez and Clayton Gutierrez. The
acquisition was valued at $238,000, which represented the value of acquired
inventory, as the brand name and customer lists were given no value. On the same
date, the Company granted warrants to purchase 1,000,000 shares of common stock
(500,000 each) to Brent Gutierrez and Clayton Gutierrez in connection with such
purchase. The number of shares given as consideration as well as the exercise
price of the options granted to the former owners of Killer Bee, Inc. was
determined by the market share price of $1.56 which existed at the time of the
transaction.

During April, 1999 William F. Schofield was elected as a director of the
Company, and he purchased 200,000 shares of preferred stock, which was issued by
the Company for $2,000,000 cash consideration. The 200,000 convertible preferred
shares were issued at the same stated value of $10 per share and under the same
terms as were applicable to preferred shares previously authorized and issued by
the Company.

The company purchases some of its product from a related company, G & G Trading
Company, and derives a portion of its revenues from sales to that related
company. All transactions are at the same prices as with unaffiliated companies.
Invoices to this related company for the fiscal year ending March 31, 2000
totaled $282,269 or 2% of Net Revenues for the period.

                                                                              16
<PAGE>

ITEM 13. EXHIBITS AND REPORTS

INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada General Corporation Act (the "Nevada Act") provides that each
existing or former director and officer of a corporation may be indemnified in
certain instances against certain liabilities which he or she may incur,
inclusive of fees, costs and other expenses incurred in connection with such
defense, by virtue of his or her relationship with the corporation, or with
another entity to the extent that such latter relationship shall have been
undertaken at the request of the corporation; and may have advanced such
expenses incurred in defending against such liabilities upon undertaking to
repay the same in the event an ultimate determination is made denying
entitlement to indemnification. The Company's bylaws incorporate the statutory
form of indemnification by specific reference. The Company has never acquired or
applied for any policy of directors' and officers' liability insurance as a
means of offsetting its obligation for indemnity.

Reports to Shareholders

We intend to voluntarily send annual reports to our shareholders, which will
include audited financial statements. We are a reporting company, and file
reports with the Securities and Exchange Commission (SEC), including this Form
10-KSB as well as quarterly reports under Form 10-QSB.

The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. The company files its reports electronically,
and the SEC maintains an Internet site that contains reports, proxy and
information statements and other information filed by the company with the SEC
electronically. The address of that site is http://www.sec.gov.

The company also maintains an Internet site, which contains information about
the company, news releases, and summary financial data. The address of that site
is http://www.globalsea.com.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company, which are furnished herein as of March
31, 2000 and 1999, have been audited by HJ & Associates, LLC (formerly known as
Jones, Jensen & Company), independent auditors, as described in its reports with
respect thereto.

The following list sets forth a brief description of each of the Company's
financial statements and exhibits being filed as a part of this Form 10 KSB, as
well as the page number on which each statement or exhibit commences:

                                                                              17
<PAGE>


Audited Fiscal Year End March 31, 2000 and 1999

         1.       Index to Financial Statements                            F-2

         2.       Independent Auditor's Report                             F-3

         3.       Balance Sheets, March 31, 2000 and 1999                F-4-5

         4.       Consolidated Statements of Operations for each of
                  the years ended March 31, 2000 and 1999                  F-6

         5.       Consolidated Statements of Shareholder's Equity
                  since March 31, 1996                                     F-7

         6.       Consolidated Statements of Cash Flows for each of
                  the years ended March 31, 2000, 1999, and 1998         F-8-9

         7.       Notes to Financial Statements                        F-10-21


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

July 11, 2000                             GLOBAL SEAFOOD TECHNOLOGIES, INC.




                                          By: /s/ Brent Gutierrez
                                             -----------------------------------
                                             Brent Gutierrez, President and
                                             Chief Executive Officer


                                                                              18
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             March 31, 2000 and 1999

                                      F-1
<PAGE>

                                 C O N T E N T S

Independent Auditors' Report............................................... F-3

Consolidated Balance Sheets ............................................... F-4

Consolidated Statements of Operations ..................................... F-6

Consolidated Statements of Stockholders' Equity ........................... F-7

Consolidated Statements of Cash Flows...................................... F-9

Notes to the Consolidated Financial Statements.............................F-11

                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Global Seafood Technologies, Inc.
Biloxi, Mississippi

We have audited the accompanying consolidated balance sheets of Global Seafood
Technologies, Inc. as of March 31, 2000 and 1999 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended March 31, 2000, 1999 and 1998. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Global
Seafood Technologies, Inc. as of March 31, 2000 and 1999 and the results of
their operations and their cash flows for the years ended March 31, 2000, 1999
and 1998, in conformity with generally accepted accounting principles.

/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
June 15, 2000

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                           Consolidated Balance Sheets

                                     ASSETS

                                                                                        March 31,
                                                                         ---------------------------------------
                                                                               2000                  1999
                                                                         -----------------     -----------------

CURRENT ASSETS
<S>                                                                      <C>                   <C>
   Cash and cash equivalents (Note 1)                                    $       1,303,120     $         743,718
   Accounts receivable - net (Note 1)                                              851,718               477,247
   Accounts receivable, related parties - net (Note 1)                             350,451               153,771
   Prepaid income taxes (Note 8)                                                    46,111                46,111
   Prepaid expenses                                                                  1,827                -
   Inventories (Note 1)                                                            641,708                -
   Deferred tax asset, current (Note 8)                                              2,300                 2,300
                                                                         -----------------     -----------------

     Total  Current Assets                                                       3,197,235             1,423,147
                                                                         -----------------     -----------------

PROPERTY AND EQUIPMENT - NET (Notes 1 and 2)                                     2,263,051             2,785,230
                                                                         -----------------     -----------------

OTHER ASSETS

   Deferred tax asset (Note 8)                                                      12,300                12,300
   Deposits                                                                         12,228                11,144
                                                                         -----------------     -----------------

     Total Other Assets                                                             24,528                23,444
                                                                         -----------------     -----------------

     TOTAL ASSETS                                                        $       5,484,814     $       4,231,821
                                                                         =================     =================

             The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                     Consolidated Balance Sheets (Continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                        March 31,
                                                                         ---------------------------------------
                                                                               2000                  1999
                                                                         -----------------     -----------------
CURRENT LIABILITIES
<S>                                                                      <C>                   <C>
  Accounts payable - trade                                               $          49,288     $         689,875
  Accounts payable - related party (Note 1)                                         -                     71,583
  Accrued expenses                                                                  29,049                27,185
  Income taxes payable (Note 8)                                                     -                        918
  Notes payable, current portion (Note 3)                                          199,647               140,051
  Notes payable to related parties (Note 4)                                        113,500               113,500
  Obligations under capital leases, current portion (Note 6)                        31,270                93,581
                                                                         -----------------     -----------------

     Total Current Liabilities                                                     422,754             1,136,693
                                                                         -----------------     -----------------

LONG-TERM LIABILITIES
  Notes payable (Note 3)                                                         1,402,584             1,337,806
  Obligations under capital leases (Note 6)                                         54,261                81,501
                                                                         -----------------     -----------------

     Total Long-Term Liabilities                                                 1,456,845             1,419,307
                                                                         -----------------     -----------------

     Total Liabilities                                                           1,879,599             2,556,000
                                                                         -----------------     -----------------

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY
  Preferred stock: 25,000,000 shares authorized
   of $0.001 par value, 200,000 and 30,000 shares
   issued and outstanding, respectively                                                200                    30
  Common stock: 50,000,000 shares authorized
   of $0.001 par value, 13,124,046 and 11,678,082
   shares issued and outstanding, respectively                                      13,124                11,678
  Additional paid-in capital                                                     4,411,285             1,367,316
  Prepaid consulting (Note 1)                                                       -                    (78,000)
  Prepaid non-compete agreement (Note 1)                                          (111,612)               -
  Subscription receivable                                                          (46,486)               -
  Retained earnings (deficit)                                                     (661,296)              374,797
                                                                         -----------------     -----------------

     Total Stockholders' Equity                                                  3,605,215             1,675,821
                                                                         -----------------     -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $       5,484,814     $       4,231,821
                                                                         =================     =================

              The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                      Consolidated Statements of Operations

                                                                    For the Years Ended March 31,
                                                    ------------------------------------------------------------
                                                          2000                 1999                  1998
                                                    -----------------    -----------------     -----------------
<S>                                                 <C>                  <C>                   <C>
NET SALES                                           $      14,205,602    $      13,841,059     $      14,054,926

EXPENSES
  Cost of sales                                            10,467,143           11,702,369            12,298,412
  Non-complete covenant                                        31,888               32,800                32,800
  Depreciation expense                                        411,769              350,639               258,465
  Bad debt expense                                             -                    -                      3,288
  Selling, general and administrative                       3,490,382            1,672,925             1,275,453
                                                    -----------------    -----------------     -----------------

     Total Expenses                                        14,401,182           13,758,733            13,868,418
                                                    -----------------    -----------------     -----------------

INCOME (LOSS) BEFORE OTHER
 INCOME (EXPENSES)                                           (195,580)              82,326               186,508
                                                    -----------------    -----------------     -----------------

OTHER INCOME (EXPENSES)
  Other income                                                 61,209               66,822               142,833
  Interest income                                              27,658                5,482                 1,800
  Gain on disposition of assets                                 8,324               25,326                -
  Asset impairment loss (Note 2)                             (775,000)              -                     -
  Interest expense                                           (162,704)            (141,740)             (114,421)
                                                    -----------------    -----------------     -----------------

     Total Other Income (Expenses)                           (840,513)             (44,110)               30,212
                                                    -----------------    -----------------     -----------------

NET INCOME (LOSS) BEFORE
 INCOME TAXES                                              (1,036,093)              38,216               216,720

PROVISION FOR INCOME
 TAXES (Note 8)                                                -                     9,616                87,327
                                                    -----------------    -----------------     -----------------

NET INCOME (LOSS)                                   $      (1,036,093)   $          28,600     $         129,393
                                                    =================    =================     =================

BASIC EARNINGS (LOSS) PER SHARE                     $           (0.08)   $            0.00     $            0.01
                                                    =================    =================     =================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                        12,633,545           11,628,082            11,414,278
                                                    =================    =================     =================

FULLY DILUTED EARNINGS (LOSS)
 PER SHARE                                          $           (0.08)   $            0.00     $            0.01
                                                    =================    =================     =================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                        12,633,545           11,824,148            11,458,113
                                                    =================    =================     =================

              The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
                                       F-6
<PAGE>
<TABLE>
<CAPTION>
                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Consolidated Statements of Stockholders' Equity


                               Preferred Stock                    Common Stock         Additional                      Retained
                       -------------------------------    ---------------------------    Paid-in     Subscription      Earnings
                          Shares            Amount           Shares          Amount      Capital      Receivable      (Deficit)
                       ---------------  --------------    -------------  ------------  -----------  -------------     ----------
<S>                         <C>           <C>               <C>           <C>          <C>            <C>            <C>
Balance,
 March 31, 1997                -          $      -          10,905,590    $   10,906   $ (393,589)    $      -       $   216,804

Common stock
 issued in lieu
 of debt                       -                 -             300,000           300      449,700            -             -

Common stock
 issued to purchase
 CoMar Foods, Inc.            -                  -             422,492           422      933,285            -             -

Preferred stock
 issued for cash             20,000                 20           -             -          199,980            -             -

Net income for the
 year ended
 March 31, 1998               -                  -               -             -            -                -           129,393
                            ------        ------------      ----------    ----------   ----------     ------------   -----------
Balance,
 March 31, 1998             20,000                  20      11,628,082        11,628    1,189,376            -           346,197

Preferred stock
 issued for cash            10,000                  10           -             -           99,990            -             -

Common stock
 issued for prepaid
 consulting services         -                  -               50,000            50       77,950            -             -

Net income for the
 year ended
 March 31, 1999              -                  -                -             -            -                -            28,600
                            ------        ------------      ----------    ----------   ----------     ------------   -----------
Balance,
 March 31, 1999             30,000        $         30      11,678,082    $   11,678   $1,367,316     $      -       $   374,797
                            ------        ------------      ----------    ----------   ----------     ------------   -----------

              The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                                               GLOBAL SEAFOOD TECHNOLOGIES, INC.
                                  Consolidated Statements of Stockholders' Equity (Continued)

                               Preferred Stock                    Common Stock         Additional                      Retained
                       -------------------------------    ---------------------------    Paid-in     Subscription      Earnings
                          Shares            Amount           Shares          Amount      Capital      Receivable      (Deficit)
                       ---------------  --------------    -------------  ------------  -----------  -------------     ----------
<S>                         <C>           <C>               <C>           <C>          <C>            <C>            <C>
Balance,
 March 31, 1999             30,000        $         30      11,678,082    $   11,678   $1,367,316     $      -       $   374,797

Common stock
 issued for cash             -                   -             846,600           847      523,238          (46,486)        -

Common stock
 issued as prepaid
 non-compete agreement       -                   -             114,800           115      143,385            -             -

Common stock
 issued for services         -                   -              32,000            32       39,968            -             -

Conversion of
 preferred shares
 to common                 (30,000)                (30)        300,000           300         (270)           -             -

Common stock
 issued to purchase
 Killer Bee, Inc.
 (Note 1)                    -                   -             152,564           152      237,848            -            -

Preferred stock
 issued for cash           200,000                 200           -                 -    1,999,800            -            -

Additional capital
 contributed (Note 11)       -                   -               -                 -      100,000            -            -

Net loss for the
 year ended
 March 31, 2000              -                   -               -                 -        -                -        (1,036,093)
                           -------        ------------      ----------    ----------   ----------     ------------   -----------
Balance,
 March 31, 2000            200,000        $        200      13,124,046    $   13,124   $4,411,285     $    (46,486)  $  (661,296)
                           =======        ============      ==========    ==========   ==========     ============   ===========

              The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
                                       F-8
<PAGE>
<TABLE>
<CAPTION>
                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                      Consolidated Statements of Cash Flows

                                                                            For the Years Ended March 31,
                                                             -----------------------------------------------------------
                                                                   2000                 1999                 1998
                                                             -----------------    -----------------    -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                          <C>                  <C>                  <C>
  Net income (loss)                                          $      (1,036,093)   $          28,600    $         129,393
  Adjustments to reconcile net income (loss) to
   net cash provided (used) by operating activities:
   Depreciation                                                        411,769              350,639              258,465
   (Gain) loss on sale of assets                                        (8,324)             (25,326)              -
   Bad debts                                                            -                    -                     3,288
   Asset impairment loss                                               775,000               -                    -
   Common stock issued for services                                     40,000               -                    -
  Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable
    and accounts receivable - related                                 (571,151)            (196,824)            (141,581)
   (Increase) decrease in taxes receivable                              -                    (7,539)             (38,572)
   (Increase) decrease in deferred tax asset                            -                   (14,600)              16,075
   (Increase) decrease in inventories                                 (217,569)             153,655              (46,724)
   (Increase) decrease in prepaid expenses                             108,061                6,045               15,690
   (Increase) decrease in deposits                                      (1,084)              (8,055)              (3,089)
   Increase (decrease) in accounts payable
    and accounts payable - related                                    (712,170)             423,841              157,099
   Increase (decrease) in taxes payable                                   (918)             (16,226)             (73,583)
   Increase (decrease) in accrued expenses                               1,864               (8,638)              16,505
                                                             -----------------    -----------------    -----------------

       Net Cash Provided (Used) by Operating Activities             (1,210,615)             685,572              292,966
                                                             -----------------    -----------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Sale of property and equipment                                      170,421               31,000               -
   Purchase of property and equipment                                 (823,023)            (475,333)            (391,535)
                                                             -----------------    -----------------     ----------------

       Net Cash Used in Investing Activities                          (652,602)            (444,333)            (391,535)
                                                             -----------------    -----------------    -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Additional capital contributed                                       100,000                -                    -
  Proceeds from sale of preferred and common stock                   2,477,599              100,000              200,000
  Payments on notes payable and leases payable                        (234,980)            (956,152)            (280,539)
  Proceeds of notes payable and leases payable                          80,000            1,320,000               -
                                                             -----------------    -----------------    -----------------

       Net Cash Provided (Used by)
        Financing Activities                                         2,422,619              463,848              (80,539)
                                                             -----------------    -----------------    -----------------

NET INCREASE (DECREASE) IN CASH                                        559,402              705,087             (179,108)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                                                    743,718               38,631              217,739
                                                             -----------------    -----------------    -----------------

CASH AND CASH EQUIVALENTS AT
  END OF YEAR                                                $       1,303,120    $         743,718    $          38,631
                                                             =================    =================    =================

              The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
                                                           F-9
<PAGE>
<TABLE>
<CAPTION>
                                         GLOBAL SEAFOOD TECHNOLOGIES, INC.
                                     Consolidated Statements of Cash Flows (Continued)


                                                                                For the Years Ended March 31,
                                                             -----------------------------------------------------------
                                                                   2000                  1999                1998
                                                             -----------------    -----------------    -----------------
SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for:
<S>                                                          <C>                  <C>                  <C>
  Interest                                                   $         162,704    $         141,740    $         112,421
  Income taxes                                               $             918    $          27,126    $         183,407

NON CASH FINANCING ACTIVITIES

  Property and equipment purchased under
   capital leases                                            $           3,665    $         118,860    $          21,905

  Property and equipment acquired by assuming
   notes payable                                             $          -         $          -         $         200,000

  Common stock issued for the purchase of
   subsidiary                                                $         238,000    $          -         $         933,707

  Common stock issued for services                           $          40,000    $          -         $          -

  Common stock issued as prepaid
   non-compete agreement                                     $         143,500    $          -         $          -


              The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
                                      F-10
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Organization

              The  consolidated  financial  statements  include  those of Global
              Seafood   Technologies,    Inc.   (GST)   and   its   wholly-owned
              subsidiaries, Custom Pack, Inc., CoMar Foods, Inc. and Killer Bee,
              Inc. Custom Pack,  Inc. has a separate  division that is accounted
              for as the "Aguaculture  Division" in the  consolidated  financial
              statements,   although   it   is   not  a   separate   subsidiary.
              Collectively, they are referred to herein as "the Company".

              GST was incorporated  under the laws of the State of Nevada on May
              29, 1986 under the name of Rue de Rivoli  Perfumeries  of America,
              Ltd. It later changed its name to Enviro Solutions  International,
              Inc. on November 21, 1994 in contemplation of a merger with Enviro
              Solutions  International,  Inc.  of Utah.  The  merger  was  never
              completed. However, the name was still changed.

              On October 31, 1995,  the Company  completed an Agreement and Plan
              of  Reorganization  whereby  GST  issued  8,000,000  shares of its
              common stock in exchange for all of the  outstanding  common stock
              of Custom Pack, Inc. (Custom). Pursuant to the reorganization, the
              name was changed to  International  Custom Pack,  Inc. The Company
              later changed its name to Global Seafood Technologies, Inc. during
              1998.

              The  reorganization  was  accounted for as a  recapitalization  of
              Custom  because  the  shareholders  of Custom  control the Company
              after  the  acquisition.  Therefore,  Custom  is  treated  as  the
              acquiring  entity.  Accordingly,  there was no  adjustment  to the
              carrying  value of the assets or  liabilities  of GST.  GST is the
              acquiring  entity for legal  purposes and Custom is the  surviving
              entity for accounting purposes.

              On October 1, 1997, the Company completed an Agreement and Plan of
              Reorganization  whereby  GST issued  422,492  shares of its common
              stock  valued  at  $933,707,  paid  $300,000  in cash and  assumed
              liabilities  of $266,293 for a total of $1,500,000 in exchange for
              all of the outstanding  common stock of CoMar Foods, Inc. (CoMar).
              The acquisition has been accounted for as a purchase.  The 422,492
              shares  issued were  valued at  $933,707  or $2.21 per share.  The
              $2.21 per share amount was determined  based upon the market price
              of the  422,492  shares  issued over a  reasonable  period of time
              before  and after the  Agreement  and Plan of  Reorganization  was
              reached,  which  approximated  the fair market value of the assets
              and liabilities acquired through the purchase.

              On April 1, 1999,  the Company issued 152,564 shares of its common
              stock to  purchase  the assets of a related  company,  Killer Bee,
              Inc. (Killer Bee) for $238,000.  The acquisition was accounted for
              by the purchase  method.  The 152,564 shares issued were valued at
              $238,000 or $1.56 per share, the market value of the shares on the
              date of the acquisition.

              On June 25, 1999, the Company  purchased the assets and brand name
              of  Drag N Bait,  Inc.,  a  recognized  supplier  of  recreational
              fishing bait in the Southeastern  United States,  and particularly
              in Florida.  The acquisition was $339,000 cash, which  represented
              the value of the assets  acquired,  and was  accounted  for by the
              purchase method. The operations of Drag N Bait after June 25, 1999
              have been consolidated with those of Killer Bee, Inc. for the year
              ended March 31, 2000.

              GST was  incorporated  for the  purpose  of  creating a vehicle to
              obtain capital to seek out,  investigate and acquire  interests in
              products and businesses which may have a potential for profit.

                                      F-11
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

 NOTE 1 -     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              (Continued)

              a.  Organization (Continued)

              Custom, a wholly-owned subsidiary, was incorporated under the laws
              of  the  State  of  Mississippi  on  February  15,  1988.  It  was
              incorporated  for the purpose of being a full  service  processor,
              packager, and storage provider of shrimp and other seafood.

              CoMar, a wholly-owned subsidiary,  was incorporated under the laws
              of the State of  Alabama on  February  26,  1993.  CoMar is a full
              service  processor  and  packager  of  shrimp  and  other  seafood
              products.

              Killer Bee, a wholly-owned subsidiary,  was incorporated under the
              laws of the State of  Mississippi  on September  18, 1998.  It was
              incorporated  for the purpose of being a full  service  processor,
              packager and  distributor of bait and other  recreational  fishing
              products.

              b.  Accounting Method

              The Company's consolidated financial statements are prepared using
              the accrual method of accounting.  The Company has elected a March
              31 year end.

              c.  Cash and Cash Equivalents

              Cash equivalents  include  short-term,  highly liquid  investments
              with   maturities   of  three  months  or  less  at  the  time  of
              acquisition.  The Company's cash accounts at its banks are insured
              by the FDIC up to  $100,000.  The amount in excess of the  insured
              limits at March 31, 2000 was $929,026.

              d.  Basic and Fully Diluted Earnings Per Share

              The  computations  of basic earnings per share of common stock are
              based on the weighted average number of shares  outstanding during
              the period of the consolidated financial statements.  Common stock
              equivalents, consisting of the preferred shares and warrants, have
              been included in the fully diluted earnings per share.

              e. Principles of Consolidation

              The  consolidated  financial  statements  include  those of Global
              Seafood  Technologies,  Inc.  and its  wholly-owned  subsidiaries,
              Custom  Pack,  Inc.,  CoMar Foods,  Inc. and Killer Bee,  Inc. All
              significant  intercompany  accounts  and  transactions  have  been
              eliminated.

              f.  Inventories

              Inventory  supplies are stated at the lower of cost (computed on a
              first-in,  first-out basis) or market.  The inventory  consists of
              seafood,  bait products,  seafood storage bags,  packing boxes and
              other miscellaneous packaging materials.

                                      F-12
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              (Continued)

              g.  Property and Equipment

              Property and equipment are stated at cost.  Expenditures for small
              tools,  ordinary maintenance and repairs are charged to operations
              as incurred.  Major additions and  improvements  are  capitalized.
              Depreciation is computed using the  straight-line  and accelerated
              methods over estimated useful lives as follows:

                       Machinery and equipment         5 to 7 years
                       Furniture and fixtures          5 to 7 years
                       Buildings                       3 to 7 years
                       Vehicles                        5 years
                       Water well                      7 years

              h.  Accounts Receivable

              Accounts receivable are recorded net of the allowance for doubtful
              accounts  of $5,886  and  $5,886  as of March  31,  2000 and 1999,
              respectively.

              i. Related Party Transactions

              The Company  purchases  some of its product  and  supplies  from a
              related  company.  The amounts  owed to this  company at March 31,
              2000 and 1999 was $-0- and $71,583, respectively.

              The  Company  also sells some of its  product to the same  related
              company.  The amounts owed from this company at March 31, 2000 and
              1999 was $158,477 and $153,771, respectively.

              In addition,  the Company has advanced funds to a related  company
              for  operating  expenses.  Total  amount owed from this Company at
              March 31, 2000 and 1999 was $191,974 and $-0-, respectively.

              j.  Revenue Recognition

              Revenue is recognized upon shipment of goods to the customer.

              k. 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.

              l. Reclassifications

              Certain prior period amounts have been  reclassified to conform to
              the March 31, 2000 financial statement presentation.

                                      F-13
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 1 -       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               (Continued)

               m. Advertising

              The  Company   follows  the  policy  of  charging   the  costs  of
              advertising to expense as incurred.

              n. Change in Accounting Principle

              In June  1998,  the FASB  issued  SFAS No.  133,  "Accounting  for
              Derivative  Instruments  and Hedging  Activities"  which  requires
              companies to record derivatives as assets or liabilities, measured
              at fair market value.  Gains or losses  resulting  from changes in
              the values of those  derivatives  would be accounted for depending
              on the use of the  derivative  and whether it qualifies  for hedge
              accounting.  The key  criterion  for hedge  accounting is that the
              hedging   relationship  must  be  highly  effective  in  achieving
              offsetting  changes in fair value or cash  flows.  SFAS No. 133 is
              effective for all fiscal  quarters of fiscal years beginning after
              June 15, 1999.  Management believes the adoption of this statement
              had no material  impact on the  Company's  consolidated  financial
              statements.

              o.  Prepaid Consulting

              During the year ended March 31, 1999,  the Company  issued  50,000
              shares of its  outstanding  common stock valued at $1.56 per share
              under a  consulting/investment  relations agreement for a 12-month
              period beginning April 1, 1999. The 50,000 shares issued have been
              valued at the fair market value of the services to be performed or
              $78,000  which  approximates  the fair  value of the shares on the
              date of issuance.  The $78,000 has been recorded by the Company as
              prepaid  consulting as on March 31, 1999, and was fully  amortized
              during the year ended March 31, 2000.

              p.  Prepaid Non-Compete Agreement

              The Company entered into a covenant-not-to-compete during the year
              ended March 31, 1991. The original  agreement required $492,000 to
              be paid over 10 years at $49,200  each  year.  The  agreement  was
              amended  in 1994 due to an  examination  by the  Internal  Revenue
              Service that reduced the required annual payment to $32,800.

              During the year ended March 31, 2000,  the Company  issued 114,800
              shares  of its  outstanding  common  stock  in lieu of the  future
              payments  required under the non-compete  agreement.  These shares
              were valued at $143,500  or $1.25 per share.  Amortization  on the
              prepaid agreement through March 31, 2000 was $31,888.

                                      F-14
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 2 -       PROPERTY AND EQUIPMENT

              Property and equipment at March 31, 2000 and 1999 consisted of the
              following:


                                                            March 31,
                                                  ----------------------------
                                                       2000           1999
                                                  ------------    ------------

               Land                               $    102,926    $    102,926
               Buildings and improvements            1,373,324       2,057,887
               Furniture and fixtures                   29,319          26,780
               Machinery and equipment               3,096,515       2,618,001
               Vehicles                                 27,820          27,820
               Water well                              121,441         121,441
                                                  ------------    ------------

                       Total                         4,751,345       4,954,855

                    Less accumulated depreciation   (2,488,294)     (2,169,625)
                                                  ------------    ------------

                    Property and equipment - net  $  2,263,051    $  2,785,230
                                                  ============    ============

              Depreciation expense for the years ended March 31, 2000, 1999 and
              1998 was $411,769, $350,639 and $258,465, respectively.

              During the year ended March 31, 2000, the Company recorded an
              impairment loss of $775,000 on the building and improvements based
              upon the decline in market value of the building during the year.

NOTE 3 -      NOTES PAYABLE

              Notes  payable  at  March  31,  2000  and  1999  consisted  of the
              following:
<TABLE>
<CAPTION>
                                                                                                March 31,
                                                                                     -------------------------------
                                                                                           2000             1999
                                                                                     --------------  ---------------
             <S>                                                                     <C>             <C>
              Note payable, secured by property, interest at 8.05%,
                interest and principal payments of $16,124 due monthly,
                matures on July 5, 2003.                                             $    1,166,816  $     1,260,603

              Note payable, secured by property, interest at 9.0%,
               interest and principal payments of $1,497 due monthly,
               matures on July 1, 2012.                                                     136,469          141,435

              Note payable, secured by property, interest at 8.0%,
               interest and principal payments of $702 due monthly,
               matures on November 23, 2003.                                                 26,351           32,413

              Note payable, secured by property, interest at 7.5%,
               interest and principal payments of $399 due monthly,
               matures on November 15, 2002.                                                 11,532           15,285

              Note payable, secured by property, interest at 7.5%,
               interest and principal payments of $737 due monthly,
               matures on October 15, 2002.                                                  20,673           27,000

              Note payable, unsecured, interest at 8.0%, interest
               due annually, principal due from gross profits (Note 11).                     80,000           -
                                                                                     --------------  ---------------
              Balance forward                                                        $    1,441,841  $     1,476,736
                                                                                     --------------  ---------------
                                      F-15
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 3 -      NOTES PAYABLE (Continued)
<CAPTION>
                                                                                                March 31,
                                                                                     -------------------------------
                                                                                           2000             1999
                                                                                     --------------  ---------------
             <S>                                                                     <C>             <C>
              Balance forward                                                        $    1,441,841  $     1,476,736

              Note payable to a bank, secured by property and equipment,
               interest at 9.25%, interest and principal payments of $440 due
               monthly, matures in September 2002.                                           11,751            -

              Note payable to a bank, secured by property and
               equipment,  interest at 8.0%, interest and principal
               payments of $492 due monthly, matures in January 2004.                        19,656           -

              Note payable to a bank, secured by property, interest
               at 8.0%, interest and principal payments of $1,531
               due monthly, matures in June 2004.                                            65,895           -

              Note payable to a bank, secured by property, interest at
               8.0%, interest and principal payments of $1,447 due
               monthly, matures June 2004.                                                   62,284           -

              Other notes payable                                                               804            1,121
                                                                                     --------------  ---------------

                   Total notes payable                                                    1,602,231        1,477,857

                   Less: current portion                                                   (199,647)        (140,051)
                                                                                     --------------  ---------------

                   Long-term notes payable                                           $    1,402,584  $     1,337,806
                                                                                     ==============  ===============
</TABLE>

              Maturities of long-term debt are as follows:

                     Year Ending
                      March 31,                                   Amount

                         2001                               $      199,647
                         2002                                      222,343
                         2003                                      236,469
                         2004                                      922,159
                         2005                                       21,613
                         2006 and thereafter                        -
                                                            --------------
                             Total                          $    1,602,231
                                                            ==============

                                      F-16
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 4 -      NOTES PAYABLE - RELATED PARTIES
<TABLE>
<CAPTION>
                                                                                                March 31,
                                                                                     -------------------------------
                                                                                         2000              1999
                                                                                     --------------  ---------------
             <S>                                                                     <C>             <C>
              Note payable to shareholder, unsecured, interest at 10%,
               interest payments due quarterly and annually, principal
               amount is due on demand.                                              $      113,500  $       113,500
                                                                                     --------------  ---------------

                   Total notes payable - related parties                             $      113,500  $       113,500
                                                                                     ==============  ===============
</TABLE>

NOTE 5 -      LINE OF CREDIT

              The Company has a line of credit with a bank.  The loan is secured
              by commercial property under a deed of trust and mortgage and by a
              UCC commercial  security  agreement,  accrues interest at 7.5% per
              annum,  and has a  maximum  balance  of  $1,000,000.  The  line is
              renewed  annually and  currently  expires on October 5, 2000.  The
              balance  outstanding  on the line of credit at March 31,  2000 was
              $-0-.

NOTE 6 -      CAPITAL LEASES

              The Company  leases  certain  equipment  with lease terms  through
              September 2003.  Obligations  under these capital leases have been
              recorded in the accompanying  consolidated financial statements at
              the present value of future minimum lease payments.

              Obligations  under  capital  leases  at  March  31,  2000 and 1999
              consisted of the following:

                                                          March 31,
                                                  --------------------------
                                                      2000           1999
                                                  ------------  ------------

                      Total                       $     85,531  $    175,082
                      Less: current portion            (31,270)      (93,581)
                                                  ------------  ------------

                      Long-term portion           $     54,261  $     81,501
                                                  ============  ============

              The future  minimum lease  payments under these capital leases and
              the net present value of the future  minimum lease payments are as
              follows:

                Year Ending
                 March 31,                                       Amount
                 ---------                                       ------
                   2001                                        $  36,039
                   2002                                           20,907
                   2003                                           20,575
                   2004                                            9,789
                   2005                                           -
                   2006 and thereafter                            -
                                                               ---------

              Total future minimum lease payments                 87,310

              Less, amount representing interest                  (1,779)
                                                               ---------

              Present value of future minimum lease payments   $  85,531
                                                               =========

                                      F-17
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 7 -      MAJOR CUSTOMERS AND SUPPLIERS

              For the year ended March 31, 2000, two customers  generated  sales
              in excess of 10% of the Company's total sales.  Sales to these two
              customers  made up  approximately  34% and 13%,  respectively,  of
              total revenues for the year ended March 31, 2000.

              For the year ended March 31, 1999, two customers  generated  sales
              in excess of 10% of the Company's total sales.  Sales to these two
              customers  made up  approximately  36% and 32%,  respectively,  of
              total revenues for the year ended March 31, 1999.

              For the year ended March 31, 1998, two customers  generated  sales
              in excess of 10% of the Company's total sales.  Sales to these two
              customers  made up  approximately  25% and 22%,  respectively,  of
              total revenues for the year ended March 31, 1998.

              The Company  purchased  product from two suppliers during the year
              ended March 31, 2000 that generated  costs in excess of 10% of the
              Company's total purchases. Purchases from these two suppliers made
              up approximately 27% and 20%, respectively, of total purchases for
              the year ended March 31, 2000.

              The Company purchased product from three suppliers during the year
              ended March 31, 1999 that generated  costs in excess of 10% of the
              Company's  total  purchases.  Purchases from these three suppliers
              made up  approximately  22%, 15% and 12%,  respectively,  of total
              purchases for the year ended March 31, 1999.

              The Company purchased product from three suppliers during the year
              ended March 31, 1998 that generated  costs in excess of 10% of the
              Company's  total  purchases.  Purchases from these three suppliers
              made up  approximately  26%, 15% and 15%,  respectively,  of total
              purchases for the year ended March 31, 1998.

              All  significant  sales and purchases that exceeded 10% during the
              years  ended  March 31,  2000,  1999 and 1998 were in the  seafood
              packaging and processing segment.

NOTE 8 -      INCOME TAXES

              Provision  for income  taxes for the years ended  March 31,  2000,
              1999 and 1998 consisted of the following:
<TABLE>
<CAPTION>
                                                                                    March 31,
                                                            ----------------------------------------------------
                                                                 2000                1999              1998
                                                            --------------     ---------------    --------------
                  <S>                                       <C>                <C>                <C>
                  Current:
                           Federal income taxes             $       -          $        19,376    $       70,670
                           State income taxes                       -                    4,840            17,144

                  Deferred:
                           Federal income taxes                     -                  (14,600)             (487)
                                                            --------------     ---------------    --------------

                  Total provision for income taxes          $       -          $         9,616    $       87,327
                                                            ==============     ===============    ==============
</TABLE>

              As of March 31, 2000 and 1999,  the Company  owed $-0- and $918 in
              state income taxes, respectively.

              As of March 31, 2000 and 1999,  the Company  overpaid  its federal
              income taxes by $46,111 and $46,111, respectively.

              As of March 31, 2000 and 1999, a deferred tax asset of $14,600 and
              $14,600 was recognized and recorded.

                                      F-18
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 8 -     INCOME TAXES (Continued)

              A reconciliation  of income taxes at the federal statutory rate to
              the effective tax rate is as follows:
<TABLE>
<CAPTION>
                                                                2000               1999                1998
                                                          ---------------    ----------------    ---------------
              <S>                                         <C>                <C>                 <C>
              Income taxes computed at the
               federal statutory rate                     $        -         $         24,216    $        81,079
              Non-deductible allowance for
               bad debts                                           -                   (2,300)            -
              Other non-deductible items                                               -                   6,248
              Accelerated depreciation expense                     -                  (12,300)            -
                                                          ---------------    ----------------    ---------------

              Income Tax Expense                          $        -         $          9,616    $        87,327
                                                          ===============    ================    ===============
</TABLE>

NOTE 9 -      COMMITMENTS AND CONTINGENCIES

              Common Stock Contingency

              The Company is aware of numerous  possible  claims by  individuals
              that received either through purchase or otherwise, 850,000 forged
              shares of the  Company's  common  stock that  purport to represent
              issued and  outstanding  shares.  The shares are not listed on the
              Company's shareholder records and do not represent duly issued and
              outstanding  shares of the  Company's  common  stock.  Although no
              litigation is pending in relation to these shares,  it is possible
              that the Company may have to honor these 850,000  shares of common
              stock in the  future.  The shares  have not been  recorded  by the
              Company at March 31, 2000 since the ultimate  outcome is currently
              not estimatable.

              The  Company  is in the  process  of trying to  recover  1,700,000
              common  shares.  The  holder of the shares is  claiming  breach of
              contract  and claims that he is entitled to the shares.  The claim
              is currently in litigation  and  management  intends on vigorously
              contesting  the  claim.  The  Company  has filed an  answer  and a
              counterclaim  against the holder seeking specific performance of a
              settlement   agreement   previously   entered   into.   While  the
              possibility  that an unfavorable  outcome exists,  the Company has
              determined  that the potential loss is remote and fully intends on
              recovering the entire 1,700,000 shares.  It is remotely  possible,
              however,  that the Company  may have to honor these  shares in the
              future,  although the shares have not been recorded by the Company
              as outstanding shares as of March 31, 2000.

              The  Company is also in the  process of trying to recover  203,400
              shares that were issued for no consideration. The shares have been
              requested to be returned for  cancellation but are in receivership
              pending  authorization  to be returned.  Management of the Company
              fully  intends  on  receiving  the  shares  back and  will  pursue
              litigation,  if necessary,  to recover the shares.  It is remotely
              possible, however, that the Company may have to honor these shares
              in the future,  although the shares have not been  recorded by the
              Company as outstanding shares as of March 31, 2000.

                                      F-19
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 9 -      COMMITMENTS AND CONTINGENCIES (Continued)

              Leases

              The  Company  has  entered  into  several  non-cancelable  leases,
              accounted  for as  operating  leases,  of  certain  machinery  and
              equipment used in operations. The minimum future payments required
              under the operating leases are as follows:

                    Year Ending
                    March 31,                             Amount
                    ---------                             ------
                         2001                     $         113,204
                         2002                                10,894
                         2003                                10,894
                         2004                                 5,147
                         2005                                -
                         2006 and thereafter                 -
                                                  -----------------
                         Total                    $         140,139
                                                  =================

NOTE 10 - WARRANTS OUTSTANDING

              On November 1, 1998, the Company granted  warrants to a consultant
              to purchase  1,000,000  shares of common  stock at $1.00 per share
              which  approximated  market  value  for the  shares at the time of
              issuance. This is consistent with the accounting treatment of SFAS
              No. 123,  "Accounting for Stock-Based  Compensation." The warrants
              are exercisable until July 1, 2008.

              During April 1999, the Company granted  warrants to an investor to
              purchase  2,000,000  shares of the Company's common stock at $1.00
              per share, which was the prevailing market value for the shares at
              the time of  issuance.  This is  consistent  with  the  accounting
              treatment   of  SFAS  No.   123,   "Accounting   for   Stock-Based
              Compensation". The warrants are exercisable until July 15, 2001.

              On April  1,  1999,  the  Company  granted  warrants  to  purchase
              1,500,000  shares of the Company's common stock at $1.56 per share
              in connection  with the purchase of the assets of Killer Bee, Inc.
              Warrants  of 500,000  shares  were  granted to each of the sellers
              (three  individuals,  which  included two  executive  officers and
              directors  of  the  Company).  The  warrants  were  valued  at the
              prevailing  market  value  of  $1.56  per  share  at the  time  of
              issuance. This is consistent with the accounting treatment of SFAS
              No. 123, "Accounting for Stock-Based  Compensation".  The warrants
              are exercisable until April 1, 2009.

              The  Company  estimates  the fair value of each  stock  option and
              warrant  at the  grant  date by using  the  Black-Scholes  pricing
              model.  The following  assumptions  were used: risk- free interest
              rate of 6%, eight year expected life, 35% expected volatility, and
              no expected  dividends.  Accordingly,  no  additional  expense was
              recorded for the years ended March 31, 2000 and 1999.

                                      F-20
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 11 -     JOINT PARTICIPATION AGREEMENT

              On March 20, 2000, the Company entered into a joint  participation
              agreement  for the  allocation  and  distribution  of profit to be
              derived from participation in an aquaculture  farming operation in
              the  State of  Mississippi.  As part of the  agreement,  the other
              participant paid a $100,000  participation fee to the Company that
              was recorded as additional capital  contributed for the year ended
              March 31, 2000. In addition,  the  participant  loaned the Company
              $80,000 to be used for  working  capital in the  operation  of the
              farm (see Note 3). The Company is to provide the agricultural land
              lease,  expertise in  producing  freshwater  prawns,  macrobrachia
              post-larvae  to seed the  ponds,  equipment  and  housing  for the
              operation.

              Profits  derived from the  operation of the farm will be allocated
              51% to the  Company  and 49% to the other  participant,  after the
              $80,000  loan is repaid.  No profit  had been  earned at March 31,
              2000. The agreement is for one year, but can be extended  annually
              at the agreement of the parties.

                                      F-21