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, 2001

                         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
Biloxi, Mississippi                                          39530
----------------------------------------                     ----------
(Address of principal executive offices)                     (zip code)


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, 2001 were
$17,075,981

The aggregate market value of the voting and non-voting common equity held by
non-affiliates, computed by reference to the closing price at which common
equity was sold, as of June 15, 2001 was $10,136,097 (calculated by excluding
shares owned beneficially by directors and officers).

The number of shares of issuer's common equity outstanding as of June 15, 2001
was 15,697,866.

                       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 2001 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, 2001.

          Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

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 included the aquaculture production of seafood, and
processing, packaging, and distribution of bait products for recreational
fishing.

During the last three years, we have worked to improve our processing business,
which is conducted through Custom Pack, Inc., through production of value-added
products. Our development of freshwater shrimp production was started during
this three-year period, and now includes a commercial hatchery and nursery
facility, joint venture farms in the United States and Guyana, and active
solicitation of independent growers, who purchase post-larvae and juveniles, and
in some cases, these independent growers provide grown product to our processing
and packaging facilities. Our recreational fishing bait business, operated by
our wholly-owned subsidiary, Killer Bee, Inc., has expanded rapidly since
inception two years ago, and is now in a position to contribute to our future
earnings growth.

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 a
wholly-owned subsidiary, Custom Pack, Inc. ("Custom Pack"). The products are
distributed to many of the nation's largest seafood restaurant chains and retail
grocery outlets. For the last three fiscal years ending March 31, 1999, 2000,
and 2001, the Custom Pack operations accounted for 99.9%, 93.2%, and 86.6% of
total company revenues, respectively. All of the company's sales were in the
United States for the last three fiscal years. Foreign or export sales from
present operations are not expected to be a material factor in future revenues.

We provide an increasing variety of seafood items, which 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.

We continue to focus on packaging innovations and value-added specialty entrees
to expand sales and increase margins in our packaging business. The IQF
(individual quick freeze) processing method has contributed to many innovations
in bringing seafood products to the consumer. Custom Pack has developed a shrimp
stir fry product for the Aurora Foods "Chef's Choice" brand, and continues to
package cooked shrimp rings (with cocktail sauce) and other value-added,
ready-to-cook, ready-to-eat seafood products.

                                       2
<PAGE>

Seafood consumption is a large and growing market in the United States and
worldwide. 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 about $3 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 largest 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.

Aquaculture

We are engaged in the development of farm grown freshwater shrimp through our
wholly-owned subsidiary, Aquaculture Corporation of America ("ACA"), which last
year operated as a division of Custom Pack. In February we completed an
expansion of our hatchery and nursery facility in Ocean Springs, MS, which was
acquired in 1997 as a tilapia farm. The facility has been converted to a
hatchery and nursery for freshwater shrimp for stocking in ponds that are
operated in joint ventures or by independent growers, and it is currently
producing commercial quantities of post-larvae and juveniles. Revenues from this
segment are derived from the sale of post-larvae and juveniles, and from the
sale of mature shrimp in joint ventures. Custom Pack may realize increased
processing volumes in the future, as the farm grown shrimp may be purchased from
growers. The revenues from this segment are not presently significant,
accounting for 0.04% in the last fiscal year, but further expansion is
anticipated in the current fiscal year. We are actively exploring further
opportunities for commercial production arrangements with several independent
third parties.

Last fall we entered into a joint venture to establish a freshwater shrimp farm
in the Republic of Guyana, where its tropical location is expected to produce
year-round grow-out. Our commitment to the enterprise is in the form of
technology transfer and the delivery of post-larvae as seed stock. We have no
capital commitments, and will share in 20% of the net profits. The joint venture
will initially develop approximately 300 acres, and some contribution to
revenues is expected in the coming fiscal year.

Approximately 75% of the shrimp consumed worldwide are caught in the oceans, and
about 25% are grown in aquaculture. Shrimp grown in freshwater have been
produced overseas and imported to the United States on a relatively limited
basis. Custom Pack processed approximately 3 million pounds of this product last
year. Other than our own production,

                                       3
<PAGE>

there is very little production of freshwater shrimp in the United States. Given
the demand for shrimp and the limitations on future supplies from the oceans, we
believe that the farming of freshwater shrimp can develop into a major industry
in this country.

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 in contracted facilities in Pascagoula, MS.

In contrast to our Custom Pack operations, this segment of our business
concentrates on an entirely different demand segment for products of the sea.
However, we utilize many of our supply sources for our seafood business to
supply the "Killer Bee Bait" line as well. Because of these established sources
of supply, we are in a position to acquire abundant supplies of recreational
fishing bait products to support this business.

We acquired the assets and brand name of Drag N Bait, Inc. in June 1999 to
strengthen our source of supply for the key bait product, ballyhoo, and we have
further strengthened our ballyhoo supply sources with contacts in Mexico and
Nicaragua. In February, 2001 we acquired the assets and distribution rights of
Natural Bait Brokers, which added 86 Wal Mart locations and solidified our
distribution in the Florida market. Integration of the business from these two
former competitors has now given us the leading position in the bait market in
the Southeast United States.

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 2000 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. At the conclusion of the 2001 fiscal year, distribution had
expanded to over 700 locations. For the last fiscal year, Killer Bee registered
$2,215,887 in sales, an increase of 97% from the previous year, and accounted
for 13% of our total revenues.

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
primarily in the Southeastern United States, but we expect to further develop
our customer base to include other saltwater fishing states as well as the
inland

                                       4
<PAGE>

freshwater market. To that end, we look for certain non-bait products that can
utilize the developing Killer Bee brand. One example is our introduction of a
motion sickness relief band, developed by Woodside Biomedical, for sale in
Boater's World stores and Bass Pro Shops nationally under the Killer Bee brand.
Initial acceptance of this product has been positive.

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

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. We do not operate
under government contracts or other long-term contracts and we have no backlog.

For the fiscal year ended March 31, 2000, the sales to two Custom Pack customers
amounted to 34% and 13% of total company sales. For the fiscal year ended March
31, 2001, the sales to these two customers amounted to 47% and 29%. 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 the 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 states along the South Atlantic
Coast and Gulf of Mexico from North Carolina to Texas. We also import 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.

In fiscal year ending March 31, 2000, two Custom Pack suppliers accounted for
27% and 20% of total company purchases, respectively. In fiscal year ending
March 31, 2001, two suppliers accounted for a total of 22% and 13% of purchases,
respectively. In the opinion of management, the loss of these suppliers would
have a material, short-term impact on our business, but we believe the purchases
could be generated from other sources, if necessary.

Statutory and Regulatory Changes

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. Hazard Analysis and Critical Control Point ("HACCP")
regulations took effect in the seafood processing industry in December 1997. Our
plants have been in compliance continuously since the effective date.

                                       5
<PAGE>

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 in the foreseeable future.

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 the promotion and development of our aquaculture business.

As a near-term and 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

We employ approximately 120 persons during the year, of which approximately 85
persons are employed on a full-time basis. 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, which are in the process of being
expanded to meet the needs of the company.

We discontinued operations at our CoMar Foods, Inc. plant located at 10200 Cody
Driskell Road, Irvington, AL. The products, which were produced at that location
were shifted to 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.

Our aquaculture business is conducted at our Ocean Springs, MS facility, which
occupies 25 acres and includes three geothermal water wells. This property
houses our freshwater shrimp hatchery, which was recently constructed and
expanded.

We maintain insurance for physical loss on all properties described above, and
we believe that the amount of this insurance coverage provides adequate
protection. On March 30, 2001, our administrative offices, certain office
equipment, and a portion of our plant were destroyed by fire, which otherwise
did only minimal damage to our processing areas and processing equipment. We
were fully insured for total replacement cost, will suffer no loss from this
incident, and are currently working on bids and estimates for reconstruction of
these areas.

                                       6
<PAGE>

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

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 having a material impact on
operations.

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.

                                       7
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of March 31, 2001, we reported 14,233,861 outstanding shares of common stock,
$.001 par value and 200,000 outstanding shares of convertible preferred stock.
On May 7, 2001 the holder of all of the outstanding shares of preferred stock
converted those shares into 1,464,005 shares of our common stock. As a result,
as of June 15, 2001 we had 15,697,866 common shares issued and outstanding.

As of March 31, 2001, we had issued and outstanding 6,795,000 warrants and
options to purchase additional shares of our common stock at prices ranging
between $1.00 to $1.56 and with expiration dates ranging from January 12, 2006
through January 11, 2011.

Presently, our common stock is traded on the over-the-counter bulletin board
under the symbol "GSFT". Prior to December 22, 1998, the Company's common stock
traded under the symbol "IPCK". The shares have historically not been eligible
for listing on any securities exchange or under the NASDAQ system. The Company
has submitted an application for listing on the American Stock Exchange on March
8, 2001, and this application is being reviewed by the exchange.

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

        Quarter ended                       High              Low
        -------------                       ----              ---
        March 31, 2001                      3.093             0.340
        December 31, 2000                   0.950             0.281
        September 30, 2000                  1.000             0.520
        June 30, 2000                        N/A               N/A

        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

As of June 15, 2001, there were 315 shareholders of record as reported to us by
our transfer agent, and we estimate that there are an additional 4,350 reported
beneficial owners of the Company's common stock reported through institutional
accounts.

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

On June 23, 1999 we issued 114,800 shares to Henry Gutierrez as full payment
under a certain non-compete agreement between us and Mr. Gutierrez. In
connection with the issuance we relied on the exemption from registration
contained in Section 4(2) of the Securities Act of 1933 ("the Act") for
non-public offerings.

                                       8
<PAGE>

On June 23, 1999 we issued an aggregate of 300,000 shares to the following three
investors in exchange for $300,000:

         Name                                              No. of Shares
         ----                                              -------------
         David Kirshman and Jennifer Grebenschikoff           100,000
         Wilfred D. Little                                    100,000
         Florence H. Ganson Rev. Trust                        100,000

In connection with this issuance we relied on the exemption from registration
contained in Section 4(2) of the Act for non-public offerings.

On June 23, 1999 we issued an aggregate of 32,000 shares to Finch Enterprises
LLC as compensation for a certain advertising contract. In connection with this
issuance we relied on the exemption from registration contained in Section 4(2)
of the Act for non-public offerings.

On February 16, 2000 we issued 152,564 shares to G&G Trading Company, Inc. in
connection with the acquisition of certain assets of Killer Bee, Inc. Messrs.
Clayton and Brent Gutierrez, officers and directors of the Company were
shareholders of G&G Trading Company. In connection with this issuance we relied
on the exemption from registration contained in Section 4(2) of the Act for
non-public offerings.

On October 16, 2000 we issued 106,667 shares to B. Dean Williams, D.D.S. in
connection with the conversion of $80,000 in debt that was originally owed to
Dr. Williams in connection with the financing of our aquaculture activities. In
connection with the issuance we relied on the exemption from registration at
Section 4 (2) of the Act for non-public offerings.

On October 16, 2000 we issued 3,120 shares to Mr. Jay Capouch representing
payment of certain fees valued at $2,340 due by us to Mr. Capouch. In connection
with this issuance we relied on the exemption from registration contained in
Section 4(2) of the Act for non-public offerings.

On May 2, 2001 we issued 1,464,005 shares to Mr. William Schofield, a director
of the Company, in connection with the conversion of 200,000 shares of
convertible preferred shares. In connection with this issuance we relied on the
exemption from registration contained in Section 4(2) of the Act 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.

                                       9
<PAGE>

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

                      Audited     Percentage           Audited      Percentage
                      3/31/00     of Net Sales         3/31/01     of Net Sales

INCOME STATEMENT

REVENUE:              $  13,592       100.00            $ 17,076       100.00

COST OF SALES:        $  10,359        76.21            $ 14,719        86.20

GROSS MARGIN:         $   3,233        23.79            $  2,357        13.80

OPER. EXPENSES        $   3,370        24.80            $  3,452        20.22

INCOME BEFORE
OTHER ITEMS           $    (137)       (1.01)           $ (1,095)       (6.42)

OTHER INC (EXP)       $    (851)       (6.26)           $    134         0.79

NET INCOME
BEFORE TAX            $    (988)       (7.27)           $   (961)       (5.63)

INCOME TAX
EXPENSE (BENEFIT)     $       0         0.00            $   (357)        2.09

NET LOSS FROM
DISCONTINUED
OPERATIONS            $     (48)       (0.35)           $    (89)       (0.52)
                      -------------------------------------------------------
NET INCOME            $  (1,036)       (7.62)           $   (693)       (4.06)

NET INCOME (LOSS)
PER SHARE (1)
Continuing Operations               $  (0.08)                         $ (0.04)

Discontinued Operations             $  (0.00)                         $ (0.01)

                                      Audited                  Audited
                                      3/31/00                  3/31/01
BALANCE SHEET:

TOTAL ASSETS:                       $    5,485                 $ 7,215

LONG-TERM
OBLIGATIONS:(2)                     $    1,688                 $ 1,550

TOTAL STOCKHOLDERS' EQUITY          $    3,605                 $ 4,162

(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.
                                       10
<PAGE>

Overview and Forward-Looking Statements

This report and other oral and written statements made by us 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 provided 92% and 87% of revenues for each of
the last fiscal years, respectively. While revenues from this core business have
grown approximately 14% over the last year, and are expected to continue at this
approximate rate in the foreseeable future, more significant rates of growth in
revenue and profit for our operations is expected to come from our Killer Bee,
Inc. and Aquaculture Corporation of America subsidiaries. Both of these latter
entities have generated operating losses over the last two years, but profit
contributions from these operations should appear in the financial results of
the 2001-02 fiscal year.

Working Capital

Working capital requirements for our business have become more demanding over
the last year. Historically, the core business did not require that significant
inventory be maintained, as products were either sold immediately from
processing or were packaged for third-party accounts. As we began to process
more product for our own account, there was a corresponding need to increase
inventory. At the latest fiscal year end, Custom Pack maintained inventory of
$427,277 where there had been none at March 31, 2000. Additionally, beginning
with the acquisition of Killer Bee, Inc. in 1999, we began packaging and
distributing frozen bait products for the recreational fishing industry. The
nature of this business segment required that we acquire, process, and have
available for distribution an adequate supply of product in inventory. The
balance sheet as of March 31, 2001 reflects Killer Bee inventory at $437,726
compared to none at March 31, 1999 and $641,708 at March 31, 2000.

Similarly, accounts receivable have shown a 102% increase from last year to
$1,725,022. Sales in the core business segment are invoiced at much higher
levels when those sales include both processing and the carrying cost of the
product. In the latest year, accounts receivable at Custom Pack grew from a
level of $623,710 to $1,311,864, which reflects the higher levels of product
included in our invoices. Additionally, as Killer Bee sales have increased by
97%, Killer Bee accounts receivable also increased from $216,042 to $413,158
(91%).

With these increased demands for funds, we continue to maintain adequate cash
reserves. We received $1,000,000 in February 2001 from the exercise of common
stock warrants to common stock, which bolstered our cash position. As of March
31, 2001 we maintained cash of $1,313,729, which is 18% of total assets. We
maintain a $1,000,000 working capital line of credit at a bank, which was not
being utilized at fiscal year end.

                                       11
<PAGE>

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: 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. Absolute gross
margins would be unaffected by either scenario, but the reported Net Sales
figures can be greatly affected.

Net sales for the year ended March 31, 2001 increased 26% from the previous year
from $13,592,163 to $17,075,981. However, gross margins decreased from
$3,233,482 to $2,356,636, a decrease of 27%. These changes reflect a reduction
in consignment processing that was not fully made up for through production
activity for our own account. Although our customer base is expanding, the
market conditions in the final quarter of the year caused customers to hold
inventory, and our processing volume declined accordingly.

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 our own account. Where processing is done
for third-party accounts, the raw material (seafood) costs are not considered as
our inventory. The increase in cost of sales from $10,358,681 to $14,719,345
(42%) reflects the higher level of consignment processing in the March 31, 2000
year relative to the latest fiscal year.

Selling, general and administrative expenses decreased by 1% to $2,870,988 in
the last fiscal year. The decrease can be attributed to efficiencies in our core
business operations that offset expanded operating expenditures for Killer Bee.
Our acquisition of Natural Bait Brokers, which occurred in February, had minimal
effect on operating expenses in our last fiscal year, but should increase
selling and administrative expenses in the 2002 year.

Other Income (Expenses)

We reported other income of $134,362 compared to the $851,316 loss recorded in
the year ended March 31, 2000 that primarily resulted from the impairment loss
at Co Mar that year. Other income predominantly reflects lease payments received
from rental of company-owned property.

Income Tax Expense (Benefit)

For the last fiscal year ended March 31, 2001, we have recognized a long term
deferred tax asset of $426,700 and an income tax benefit of $357,260. As of
March 31, 2001 we had a net operating loss carryforward of $1,123,000 that may
be offset against future taxable income through 2021. This benefit will be
realized beginning in the current fiscal year as operating profits are realized.

Net Income

We have reported a net loss of ($693,328) for this fiscal year, or ($0.05) per
share, compared to a net loss of ($1,036,093) or ($0.08) per share for last
year. The losses include $89,475 and

                                       12
<PAGE>

$47,945, respectively, for the 2000 and 2001 fiscal years for discontinued
operations. For the 2001 year, this added ($0.01) to the reported net loss per
share.

Net income from the core business of Custom Pack, Inc. has been used
historically by Global Seafood to offset operating losses in other areas. Killer
Bee, in particular, lost ($668,782) and ($677,021) in each of the last two
fiscal years. These initial losses were expected, and Killer Bee is now in a
position to provide operating profits beginning with fiscal year 2002.

Seasonality

Because of the availability of seafood throughout the world markets, there is
only a modest seasonal factor for our core business. Typically, our perating
activities increase slightly during the Spring and Fall domestic shrimp
harvesting seasons, depending on the abundance of the crop which is found in the
wild. The operations of Killer Bee demonstrate a seasonality that reflects the
higher recreational fishing activities in the warmer months of the year.
Approximately 70% of Killer Bee sales occur between April 1 and September 30.
While aquaculture activities have not yet contributed significantly to our
revenues, we anticipate that there will be higher levels of revenue recognition
in the quarter ending September 30 due to the timing of shrimp harvesting in
outdoor ponds.

Inflation

The Company's business is not significantly affected by inflation. The Company
anticipates that any increased costs would be passed on to its customers.

New Products and Services

In February, 2001 we purchased the assets and brand name of Natural Bait
Brokers, Inc. for $200,000 cash consideration plus 1,500,000 common stock
warrants. Natural Bait was a privately held company which distributed frozen
bait products throughout Florida, including 83 Wal Mart locations.

Liquidity and Capital Resources

The operations of the Company and its subsidiaries have historically been
provided principally from cash flow from operations of Custom Pack. Financing
activities have more recently provided significant capital resources.

Operating Activities

The Company's Consolidated Statement of Cash Flows reported $236,405 in funds
used in operating activities in the March 31, 2001 fiscal year. $77,939 was used
in operating activities from continued operations, where depreciation provided
$525,914 against a $603,853 operating loss. Discontinued operations used $79,733
in funds, which included $9,742 in depreciation. Net changes in working capital
accounts used $78,733.

                                       13
<PAGE>

Investing Activities

We purchased additional property and equipment of $415,731 and $823,023 in the
last fiscal years ending March 31, 2001 and 2000, respectively. Sales of
property and equipment generated $170,421 in 2000 and $-0- for the fiscal year
ended March 31, 2001. Our purchase of Natural Bait Brokers generated $273,000 in
Goodwill.

Financing Activities

Financing activities have become a significant source of net cash for the
Company and the expansion of the business activities of its subsidiaries.
$799,745 was provided from this source in the fiscal year ended March 31, 2001
from $1,000,000 in additional capital contributed from the exercise of stock
options, net of $200,255 in note payments and lease obligations.

Summary Discussion of Liquidity

The net increase in cash from operating activities, investing activities, and
financing activities for the March 31, 2001 fiscal year totaled $10,609, as cash
at year end remained in excess of $1.3 Million, or 18% of total assets.

Lines of credit from banks totaling $1,000,000 are available for normal business
activities. There was no balance outstanding under the lines of credit as of
March 31, 2001.

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 in and disagreements with accountants on accounting
and financial disclosure.

                                       14
<PAGE>

                                    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           39          Director, Chief Executive          13
                                      Officer, President, Chief
                                      Financial Officer

Clayton F. Gutierrez      36          Director, Senior Vice              13
                                      President and Secretary

Frank C. Gutierrez        66          Director                           13

Anita K. Gutierrez        60          Director, Treasurer                13

William Schofield         65          Director                            2

Lance McNeill             45          Director                           4 mos.

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.

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.

Mr. McNeill was elected to the Board of Directors in February 2001. He is
President and CEO of McNeill & Company. Previously, he was President and CEO of
Outback Sports, a hospitality and entertainment division of Outback Steakhouse.

                                       15
<PAGE>

Executive Officers and Directors: Brent Gutierrez, Clayton Gutierrez, and Anita
Gutierrez; and Director, Frank Gutierrez are related as direct family members.

Our Bylaws direct that we 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 our directors for the next year 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 2000 annual shareholder meeting on August 15, 2000. We
have scheduled our 2001 annual shareholder meeting for July 27, 2001.

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

Section 16(a) Beneficial Ownership Reporting Compliance

During the last fiscal year, Mr. William Schofield, a director of the Company,
failed to file a Form 4 "Statement of Changes in Beneficial Ownership" on four
separate occasions representing a total of 37,000 common shares purchased by him
in the open market in the months of April, May, June, and December, 2000 in
amounts of 10,000 shares, 13,000 shares, 4,000 shares, and 10,000 shares,
respectively.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the compensation
paid to each of the Company's officers during the calendar years indicated,
ending December 31, plus stock options granted during the fiscal year ending
March 31, 2001:
<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------------
                                                                                     Long Term Compensation
                            Annual Compensation                  Awards                   Payouts
              -----------------------------------------------------------------------------------------------------
  Name and                                               Other        Restricted                         All Other
  Principal                                              Compen-      Stock       Options/      LTIP      Compen-
  Position       Year         Salary          Bonus      sation       Awards      SAR's        Payouts    sation
--------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>               <C>          <C>         <C>     <C>              <C>         <C>
Brent            2000        $156,000          $0           $0          $0      250,000          $0          $0
Gutierrez        1999        $134,000          $0           $0          $0            0          $0          $0
                 1998        $104,000          $0           $0          $0            0          $0          $0

Clayton          2000        $156,000          $0           $0          $0      250,000          $0          $0
Gutierrez        1999        $134,000          $0           $0          $0            0          $0          $0
                 1998        $104,000          $0           $0          $0            0          $0          $0

Anita            2000        $156,000          $0           $0          $0      250,000          $0          $0
Gutierrez        1999        $134,000          $0           $0          $0            0          $0          $0
                 1998        $104,000          $0           $0          $0            0          $0          $0
              ------------------------------------------------------------------------------------------------------
</TABLE>
                                       16
<PAGE>

There were individual grants of stock options to executive officers during the
last fiscal year under the Company's 2000 Equity Incentive Program. There were
no grants of stock appreciation rights (SARs) to any executive officers or
directors during the last fiscal year and there were no stock options or SARs
that were exercised by any executive officers or directors during the last
fiscal year.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                   Option/SAR Grants in the Last
                                                            Fiscal Year
---------------------------------------------------------------------------------------------------------------------
                                                         Individual Grants
---------------------------------------------------------------------------------------------------------------------
                         Number of Securities
                              Underlying             % of Total Options/SAR's
                         Options/SAR's Granted    Granted to Employees in Fiscal  Exercise or Base
        Name                      (#)                          Year                 Price ($/Shr)   Expiration Date
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>                       <C>            <C>
   Brent Gutierrez              250,000                       19.31%                    $1.01          1/11/2011
---------------------------------------------------------------------------------------------------------------------
  Clayton Gutierrez             250,000                       19.31%                    $1.01          1/11/2011
---------------------------------------------------------------------------------------------------------------------
   Anita Gutierrez              250,000                       19.31%                    $1.01          1/11/2011
---------------------------------------------------------------------------------------------------------------------
</TABLE>

The following table illustrates the aggregate amount of outstanding stock
options for all of the company's named executive officers as of the fiscal year
end. 500,000 options each for Brent Gutierrez and Clay Gutierrez are in the form
of warrants which were purchased for value in previous fiscal years 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                 750,000                       $631,750 / 0
---------------------------------------------------------------------------------------------------------
Clay Gutierrez       0          0                 750,000                       $631,750 / 0
---------------------------------------------------------------------------------------------------------
Anita Gutierrez      0          0                 250,000                       $302,250 / 0
---------------------------------------------------------------------------------------------------------
</TABLE>

Compensation of Directors

No director is specially compensated for the performance of duties in that
capacity or for his/her attendance at Board of Directors meetings or Board
Committee meetings, but directors are reimbursed for their directly related
expenses for such meetings.

                                       17
<PAGE>

Employment Contracts

The Company has no form of employment agreement with any senior officer. The
Company did undertake on March 20, 2001 certain Termination Benefits Agreements
with Brent Gutierrez, Clayton Gutierrez, and Anita Gutierrez under which
additional compensation may be granted upon the occurrence of any change in the
control of the Company. Should the terms and conditions of agreement be met, the
executive officer may be entitled to compensation equal to 299% of the
executive's average annual compensation for the most recent five years.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This table describes the ownership of our outstanding common stock as of March
31, 2001 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 and directors as a group:

         Name and Address           Amount and Nature of           Percent of
         Of Beneficial Owner          Beneficial Owner               Class

         Brent Gutierrez            3,436,917 (1)                    22.94%
         555 Bayview Avenue
         Biloxi, MS  39530

         Clayton Gutierrez          3,301,417 (2)                    22.03%
         555 Bayview Avenue
         Biloxi, MS  39530

         Frank and Anita Gutierrez  2,820,916 (3)                    19.48%
         JTWROS

         555 Bayview Avenue
         Biloxi, MS  39530

         William Schofield          3,531,005 (4)                    19.95%
         15340 Fiddlesticks Blvd.
         Ft. Meyers, FL  33912

         Lance McNeill                545,000 (5)                     3.70%
         2000 E. Edgewood Drive
         Suite 106-B
         Lakeland, FL 33803

         All officers and directors
         As a group (6 persons)    13,635,255 (1)(2)(3)(4)(5)        68.35%

(1)           Includes 750,000 shares that may be obtained by Brent Gutierrez
              upon the exercise of warrants and stock options owned by him in
              the like amount.

                                       18
<PAGE>

(2)           Includes 750,000 shares that may be obtained by Clayton Gutierrez
              upon the exercise of warrants and stock options owned by him in
              the like amount.

(3)           Includes 1,000,000 shares owned by Frank Gutierrez, 570,916 shares
              owned jointly by Frank Gutierrez and Anita Gutierrez, 1,000,000
              shares owned by Anita Gutierrez, and 250,000 shares that may be
              obtained by Anita Gutierrez upon the exercise of stock options
              owned by her in the like amount.

(4)           Consists of 1,464,005 shares which were obtained by Mr. Schofield
              upon the conversion of preferred shares as of May 2, 2001 and
              2,000,000 shares which may be obtained by Mr. Schofield upon the
              exercise of warrants owned by him in the like amount.

(5)           Includes 500,000 shares that may be obtained by Lance McNeill upon
              the exercise of stock options owned by him in the like amount.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth below, there have neither occurred within the last two
years, nor are there any pending or proposed, 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 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 were 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. In May, 2001 Mr. Schofield exercised his conversion
rights, and we issued 1,464,005 additional common shares in exchange for all of
the outstanding preferred shares.

On January 12, 2001 the Company granted warrants to purchase 500,000 shares of
common stock at an exercise price of $1.00 to Lance McNeill in consideration for
current and future services as a consultant to the Company. The warrants expire
January 12, 2006. On February 1, 2001, Mr. McNeill was elected to become a
member of our Board of Directors.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Reports of Form 8-K

There were no items that were required to be reported during the last fiscal
year

                                       19
<PAGE>

Exhibits:  Financial Statements

Audited Fiscal Year End March 31, 2001 and 2000

         1.       Index to Financial Statements                            F-2

         2.       Independent Auditor's Report                             F-3

         3.       Balance Sheets, March 31, 2001 and 2000                F-4-5

         4.       Consolidated Statements of Operations for each of
                  the years ended March 31, 2001, 2000 and 1999          F-6-7

         5.       Consolidated Statements of Shareholder's Equity
                  since March 31, 1998                                   F-8-9

         6.       Consolidated Statements of Cash Flows for each of
                  the years ended March 31, 2001, 2000 and 1999        F-10-11

         7.       Notes to Financial Statements                        F-12-27

                                       20
<PAGE>

                                   SIGNATURES

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

Date:  June 29, 2001                   GLOBAL SEAFOOD TECHNOLOGIES, INC.




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

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

SIGNATURE                          NAME AND TITLE                     DATE
---------                          --------------                     ----

/s/ Brent Gutierrez          Brent Gutierrez, Chairman of        June 29, 2001
--------------------------   the Board, President, CEO, CFO
Brent Gutierrez


/s/ Clayton F. Gutierrez     Clayton F. Gutierrez, Director      June 29, 2001
--------------------------   Senior V.P., Secretary
Clayton F. Gutierrez


/s/ Anita K. Gutierrez       Anita K. Gutierrez, Director,       June 29, 2001
--------------------------   Treasurer
Anita K. Gutierrez


/s/ Frank C. Gutierrez       Frank C. Gutierrez, Director        June 29, 2001
--------------------------
Frank C. Gutierrez


/s/ William Schofield        William Schofield, Director         June 29, 2001
--------------------------
William Schofield


/s/ Lance McNeill            Lance McNeill, Director             June 29, 2001
--------------------------
Lance McNeill

                                       21
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                             March 31, 2001 and 2000





                                      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-8

Consolidated Statements of Cash Flows................................... F-10

Notes to the Consolidated Financial Statements.......................... F-12



                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets of Global Seafood
Technologies, Inc. and Subsidiaries as of March 31, 2001 and 2000 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended March 31, 2001, 2000 and 1999. 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. and Subsidiaries as of March 31, 2001 and 2000 and
the consolidated results of their operations and their cash flows for the years
ended March 31, 2001, 2000 and 1999, in conformity with generally accepted
accounting principles.

/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
May 25, 2001

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                                            Consolidated Balance Sheets

                                                      ASSETS

                                                                                        March 31,
                                                                         ---------------------------------------
                                                                               2001                  2000
                                                                         -----------------     -----------------
CURRENT ASSETS
<S>                                                                      <C>                   <C>
   Cash and cash equivalents (Note 1)                                    $       1,313,729     $       1,303,120
   Accounts receivable - net (Note 1)                                            1,719,136               851,718
   Accounts receivable, related parties - net (Note 1)                             299,918               350,451
   Income taxes receivable (Note 8)                                                 23,493                46,111
   Prepaid expenses                                                                 -                      1,827
   Inventories (Note 1)                                                            865,003               641,708
   Deferred tax asset, current (Note 8)                                             -                      2,300
                                                                         -----------------     -----------------
     Total  Current Assets                                                       4,221,279             3,197,235
                                                                         -----------------     -----------------
PROPERTY AND EQUIPMENT - NET (Notes 1 and 2)                                     2,137,519             2,263,051
                                                                         -----------------     -----------------

OTHER ASSETS
   Goodwill (Note 1)                                                               273,000                -
   Deferred tax asset (Note 8)                                                     426,700                12,300
   Assets recoverable under insurance policy (Note 2)                              147,896                -
   Deposits                                                                          8,957                12,228
                                                                         -----------------     -----------------
     Total Other Assets                                                            856,553                24,528
                                                                         -----------------     -----------------
     TOTAL ASSETS                                                        $       7,215,351     $       5,484,814
                                                                         =================     =================

                The accompanying notes are an integral part of these consolidated financial statements

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


                                       LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                        March 31,
                                                                         ---------------------------------------
                                                                               2001                  2000
                                                                         -----------------     -----------------
CURRENT LIABILITIES
<S>                                                                      <C>                   <C>
  Accounts payable - trade                                               $       1,346,557     $          49,288
  Accrued expenses                                                                  43,382                29,049
  Notes payable, current portion (Note 3)                                          199,144               199,647
  Notes payable to related parties (Note 4)                                        113,500               113,500
  Obligations under capital leases, current portion (Note 6)                        20,880                31,270
                                                                         -----------------     -----------------
     Total Current Liabilities                                                   1,723,463               422,754
                                                                         -----------------     -----------------

LONG-TERM LIABILITIES
  Notes payable (Note 3)                                                         1,296,405             1,402,584
  Obligations under capital leases (Note 6)                                         33,367                54,261
                                                                         -----------------     -----------------
     Total Long-Term Liabilities                                                 1,329,772             1,456,845
                                                                         -----------------     -----------------
     Total Liabilities                                                           3,053,235             1,879,599
                                                                         -----------------     -----------------

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY
  Preferred stock: 25,000,000 shares authorized
   of $0.001 par value, 200,000 and 200,000 shares
   issued and outstanding, respectively                                                200                   200
  Common stock: 50,000,000 shares authorized
   of $0.001 par value, 14,233,861 and 13,124,046
   shares issued and outstanding, respectively                                      14,234                13,124
  Additional paid-in capital                                                     5,628,515             4,411,285
  Prepaid non-compete agreement (Note 1)                                           (79,723)             (111,612)
  Subscription receivable                                                          (46,486)              (46,486)
  Retained earnings (deficit)                                                   (1,354,624)             (661,296)
                                                                         -----------------     -----------------
     Total Stockholders' Equity                                                  4,162,116             3,605,215
                                                                         -----------------     -----------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $       7,215,351     $       5,484,814
                                                                         =================     =================

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

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                                       Consolidated Statements of Operations

                                                                        For the Years Ended March 31,
                                                        ----------------------------------------------------------
                                                               2001                2000                1999
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
NET SALES                                               $       17,075,981  $       13,592,163  $       13,015,000

EXPENSES
  Cost of sales                                                 14,719,345          10,358,681          11,345,111
  Non-complete covenant                                             31,889              31,888              32,800
  Depreciation expense                                             525,914             374,278             318,333
  Bad debt expense                                                  23,310              -                   -
  Selling, general and administrative                            2,870,998           2,964,148           1,008,696
                                                        ------------------  ------------------  ------------------
     Total Expenses                                             18,171,456          13,728,995          12,704,940
                                                        ------------------  ------------------  ------------------

INCOME (LOSS) BEFORE OTHER
 INCOME (EXPENSES)                                              (1,095,475)           (136,832)            310,060
                                                        ------------------  ------------------  ------------------

OTHER INCOME (EXPENSES)
  Other income                                                     246,330              61,028              65,822
  Interest income                                                   40,817              27,658               5,482
  Gain (loss) on disposition of assets                              -                  (48,338)              9,289
  Asset impairment loss (Note 2)                                    -                 (775,000)             -
  Interest expense                                                (152,785)           (116,664)            (99,096)
                                                        ------------------  ------------------  ------------------
     Total Other Income (Expenses)                                 134,362            (851,316)            (18,503)
                                                        ------------------  ------------------  ------------------

NET INCOME (LOSS) FROM CONTINUING
 OPERATIONS BEFORE INCOME TAXES
 AND DISCONTINUED OPERATIONS                                      (961,113)           (988,148)            291,557

INCOME TAX EXPENSE (BENEFIT)
 (Note 8)                                                         (357,260)             -                    9,616

LOSS FROM DISCONTINUED OPERATIONS
 NET OF TAX EFFECT (Note 14)                                       (89,475)            (47,945)           (253,341)
                                                        ------------------  ------------------  ------------------
NET INCOME (LOSS)                                       $         (693,328) $       (1,036,093) $           28,600
                                                        ==================  ==================  ==================

              The accompanying notes are an integral part of these consolidated financial statements

                                      F-6
<PAGE>
<CAPTION>
                                GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                                 Consolidated Statements of Operations (Continued)

                                                                        For the Years Ended March 31,
                                                        ----------------------------------------------------------
                                                               2001                2000                1999
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
BASIC EARNINGS (LOSS) PER SHARE
   Continuing operations                                $            (0.04) $            (0.08) $             0.02
   Discontinued operations                                           (0.01)              (0.00)              (0.02)
                                                        ------------------  ------------------  ------------------
     Basic Earnings (Loss) Per Share                    $            (0.05) $            (0.08) $             0.00
                                                        ==================  ==================  ==================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                             13,281,970          12,633,545          11,628,082
                                                        ==================  ==================  ==================

FULLY DILUTED EARNINGS (LOSS)
 PER SHARE
   Continuing operations                                $            (0.04) $            (0.08) $             0.02
   Discontinued operations                                           (0.01)              (0.00)              (0.02)
                                                        ------------------  ------------------  ------------------
     Fully Diluted Earnings (Loss) Per Share            $            (0.05) $            (0.08) $             0.00
                                                        ==================  ==================  ==================
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                             13,281,970          12,633,545          11,824,148
                                                        ==================  ==================  ==================

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

                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                                GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                                 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, 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

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

                                      F-8
<PAGE>
<CAPTION>
                                      GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  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, 2000                     200,000  $     200    13,124,046   $   13,124  $  4,411,285   $ (46,486)    $  (661,296)

Common stock issued in conversion
 of debt at $0.62 per share                  -          -            109,815          110        82,230      -               -

Common stock issued upon conversion
 of warrants at $1.00 per share              -          -          1,000,000        1,000       999,000      -               -

Additional cost of Natural Bait
 Brokers, Inc. assets through granting
 of warrants                                 -          -             -            -            136,000      -               -

Net loss for the year ended
 March 31, 2001                              -          -             -            -             -           -             (693,328)
                                          ---------   --------    ----------   ----------   -----------   ---------     -----------
Balance, March 31, 2001                     200,000   $    200    14,233,861   $   14,234   $ 5,628,515   $ (46,486)    $(1,354,624)
                                          =========   ========    ==========   ==========   ===========   =========     ===========

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

                                                                              For the Years Ended March 31,
                                                                ---------------------------------------------------------
                                                                       2001               2000                1999
                                                                ------------------  -----------------   -----------------
<S>                                                             <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Continued operations:
   Net income (loss)                                            $         (603,853) $        (988,148)  $         281,941
   Adjustments to reconcile net income (loss) to
     net cash provided (used) by operating activities:
     Depreciation                                                          525,914            374,278             318,333
     (Gain) loss on sale of assets                                          -                  48,338              (9,289)
     Asset impairment loss                                                  -                 775,000              -
     Common stock issued for services                                       -                  40,000              -
Discontinued operations:
   Net loss                                                                (89,475)           (47,945)           (253,341)
     Depreciation and amortization                                           9,742             37,491              32,306
     (Gain) loss on sale of assets                                          -                 (56,662)            (16,037)
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable
      and accounts receivable - related                                   (816,885)          (571,151)           (196,824)
     (Increase) decrease in taxes receivable                                22,618             -                   (7,539)
     (Increase) decrease in inventories                                   (223,295)          (217,569)            153,655
     (Increase) decrease in prepaid expenses                                33,716            108,061               6,045
     (Increase) decrease in deposits                                         3,271             (1,084)             (8,055)
     (Increase) decrease in deferred tax assets                           (412,100)            -                  (14,600)
     Increase (decrease) in accounts payable
      and accounts payable - related                                     1,299,609           (712,170)            423,841
     Increase (decrease) in taxes payable                                   -                    (918)            (16,226)
     Increase (decrease) in accrued expenses                                14,333              1,864              (8,638)
                                                                ------------------  -----------------   -----------------
       Net Cash Provided (Used) by Operating Activities                   (236,405)        (1,210,615)            685,572
                                                                ------------------  -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Goodwill acquired                                                      (137,000)            -                   -
   Sale of property and equipment                                           -                 170,421              31,000
   Purchase of property and equipment                                     (415,731)          (823,023)           (475,333)
                                                                ------------------  -----------------   -----------------
       Net Cash Used in Investing Activities                              (552,731)          (652,602)           (444,333)
                                                                ------------------  -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Additional capital contributed                                            -                 100,000                    -
  Proceeds from sale of preferred and common stock                       1,000,000          2,477,599             100,000
  Payments on notes payable and leases payable                            (200,255)          (234,980)           (956,152)
  Proceeds of notes payable and leases payable                              -                  80,000           1,320,000
                                                                ------------------  -----------------   -----------------
       Net Cash Provided (Used by)
        Financing Activities                                    $          799,745  $       2,422,619   $         463,848
                                                                ------------------  -----------------   -----------------


              The accompanying notes are an integral part of these consolidated financial statements

                                      F-10
<PAGE>
<CAPTION>
                                             GLOBAL SEAFOOD TECHNOLOGIES, INC.
                                     Consolidated Statements of Cash Flows (Continued)

                                                                              For the Years Ended March 31,
                                                                ---------------------------------------------------------
                                                                       2001               2000                1999
                                                                ------------------  -----------------   -----------------
<S>                                                             <C>                 <C>                 <C>
NET INCREASE (DECREASE) IN CASH                                 $           10,609  $         559,402   $         705,087

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                                                      1,303,120            743,718              38,631
                                                                ------------------  -----------------   -----------------
CASH AND CASH EQUIVALENTS AT
  END OF YEAR                                                   $        1,313,729  $       1,303,120   $         743,718
                                                                ==================  =================   =================

SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for:
  Interest                                                      $          150,096  $         162,704   $         141,740
  Income taxes                                                  $           -       $             918   $          27,126

NON CASH FINANCING ACTIVITIES
  Property and equipment purchased under
   capital leases                                               $                   $           3,665   $         118,860

  Property and equipment purchased under
   notes payable                                                $          142,289  $          -        $          -

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

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

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

  Common stock issued in lieu of outstanding
   debt                                                         $           82,340  $          -        $          -

  Warrants granted for asset purchase                           $          136,000  $           -       $          -


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

                                      F-11
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 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., Aquaculture Corporation of
              America and Killer Bee, Inc. 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 was 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. CoMar's operations
              were discontinued during the year ended March 31, 2001 and in
              December 2000, CoMar was dissolved (see Note 14).

              On April 1, 1999, the Company issued 152,564 shares of its common
              stock to acquire 100% 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.

                                      F-12
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


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

              a.  Organization (Continued)

              On January 22, 2001, the Company purchased certain fixed assets,
              distribution rights and customer lists from Natural Bait Brokers,
              Inc., a Florida Corporation, by paying $200,000 cash and granting
              a total of 1,500,000 warrants, exercisable for 5 years. 1,000,000
              of the warrants are exercisable into shares of common stock at
              $1.00 per share and the remaining 500,000 warrants are exercisable
              into shares of common stock at $1.50 per share. The fixed assets
              acquired had a fair market value of $63,000. The warrants granted
              were valued at $136,000, pursuant to the Black-Scholes pricing
              model. Accordingly, goodwill of $273,000 was recorded pursuant to
              the purchase. Amortization of the goodwill will commence for the
              year ended March 31, 2002 and will be amortized over a 7-year
              period.

              During the year ended March 31, 2001, the Company incorporated a
              new subsidiary, Aquaculture Corporation of America (Aqua) for the
              development of farm grown freshwater shrimp, which prior to
              incorporation, operated as a division of Custom.

              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.

              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.

              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, 2001 and 2000 was $1,075,127 and $929,026,
              respectively.

              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, options and
              warrants, have been included in the fully diluted earnings per
              share for the year ended March 31, 1999. Common stock equivalents
              are antidilutive for the years ended March 31, 2001 and 2000.

                                      F-13
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


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

              d.  Basic and Fully Diluted Earnings Per Share (Continued)

              Basic Earnings (Loss) Per Share
<TABLE>
<CAPTION>
                                                                           For the Years Ended
                                                                                March 31,
                                                        ----------------------------------------------------------
                                                              2001                2000               1999
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
              Income (loss) - numerator                 $         (693,328) $       (1,036,093) $           28,600

              Shares - denominator                              13,281,970          12,633,545          11,628,082
                                                        ------------------  ------------------  ------------------
              Per  share amount                         $            (0.05) $            (0.08) $             0.00
                                                        ==================  ==================  ==================
<CAPTION>
              Fully Diluted Earnings (Loss) Per Share
                                                                           For the Years Ended
                                                                                March 31,
                                                        ----------------------------------------------------------
                                                              2001                2000               1999
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
              Income (loss) - numerator                 $         (693,328) $       (1,036,093) $           28,600

              Shares - denominator                              13,281,970          12,633,545          11,824,148
                                                        ------------------  ------------------  ------------------
              Per  share amount                         $            (0.05) $            (0.08) $             0.00
                                                        ==================  ==================  ==================
</TABLE>

              e. Principles of Consolidation

              The consolidated financial statements include those of Global
              Seafood Technologies, Inc. and its wholly-owned subsidiaries,
              Custom Pack, Inc., Aquaculture Corporation of America 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.

              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                           31 years
                           Vehicles                            5 years
                           Water well                          7 years

                                      F-14
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


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

              h. Accounts Receivable

              Accounts receivable are recorded net of the allowance for doubtful
              accounts of $5,886 and $5,886 as of March 31, 2001 and 2000,
              respectively.

              i. Related Party Transactions

              The Company sells some of its product to a related company. The
              amounts owed from this company at March 31, 2001 and 2000 was $-0-
              and $158,477, respectively.

              In addition, the Company has advanced funds to a related company
              for operating expenses. Total amount owed from these companies at
              March 31, 2001 and 2000 was $299,918 and $191,974, 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, 2001 financial statement presentation.

              m. Advertising

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

              n. Change in Accounting Principle

              The Company has adopted the provisions of FASB Statement No. 138
              "Accounting for Certain Derivative Instruments and Hedging
              Activities, (an amendment of FASB Statement No. 133.)" Because the
              Company had adopted the provisions of FASB Statement No. 133,
              prior to June 15, 2000, this statement is effective for all fiscal
              quarters beginning after June 15, 2000. The adoption of this
              principle had not material effect on the Company's consolidated
              financial statements.

                                      F-15
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


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

              n. Change in Accounting Principle (Continued)

              The Company has adopted the provisions of FASB Statement No. 140
              "Accounting for Transfers and Servicing of Financial Assets and
              Extinguishments of Liabilities (a replacement of FASB Statement
              No. 125.)" This statement provides accounting and reporting
              standard for transfers and servicing of financial assets and
              extinguishments of liabilities. Those standards are based on
              consistent application of a financial-components approach that
              focuses on control. Under that approach, the transfer of financial
              assets, the Company recognized the financial and servicing assets
              it controls and the liabilities it has incurred, derecognizes
              financial assets when control has been surrendered, and
              derecognizes liabilities when extinguished. This statement
              provides consistent standards for distinguishing transfers of
              financial assets that are sales from transfers that are secured
              borrowings. This statement is effective for transfers and
              servicing of financial assets and extinguishments of liabilities
              occurring after March 31, 2001. This statement is effective for
              recognition and reclassification of collateral and for disclosures
              relating to securitization transactions and collateral for fiscal
              years ending after December 15, 2000. The adoption of this
              principle had no material effect on the Company's consolidated
              financial statements.

              The Company has adopted the provisions of FIN 44 "Accounting for
              Certain Transactions Involving Stock Compensation (an
              interpretation of APB Opinion No. 25.)" This interpretation is
              effective July 1, 2000. FIN 44 clarifies the application of
              Opinion No. 25 for only certain issues. It does not address any
              issues related to the application of the fair value method in
              Statement No. 123. Among other issues, FIN 44 clarifies the
              definition of employee for purposes of applying Opinion 25, the
              criteria for determining whether a plan qualifies as a
              non-compensatory plan, the accounting consequence of various
              modifications to the terms of a previously fixed stock option or
              award, and accounting for an exchange of stock compensation awards
              in a business combination. The adoption of this principle had no
              material effect on the Company's consolidated financial
              statements.

              o. 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. Additional
              amortization totaling $31,889 was recorded during the year ended
              March 31, 2001.

              p. Stock Options and Warrants

              The Company applies Accounting Principles Board ("APB") 25,
              "Accounting for Stock Issued to Employees," and related
              interpretations in accounting for all stock option plans. Under
              APB 25, compensation cost is recognized for stock options granted
              to employees when the option price is less than the market price
              of the underlying common stock on the date of grant.

                                      F-16
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


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

              p. Stock Options and Warrants (Continued)

              FASB Statement 123, "Accounting for Stock-Based Compensation"
              ("SFAS No. 123"), requires the Company to provide proforma
              information regarding net income (loss) and net income (loss) per
              share as if compensation costs for the Company's stock option
              plans and other stock awards had been determined in accordance
              with the fair value based method prescribed in SFAS No. 123. The
              Company estimates the fair value of each stock award at the grant
              date by using the Black-Scholes options pricing model using the
              following assumptions. The U.S. Treasury rate for the period equal
              to the expected life of the options was used as the risk-free
              interest rate. The expected life of the options is 5 to 10 years.
              The volatility used was1.2486% based upon the historical price per
              share of shares sold. There are no expected dividends.

              Under the accounting provisions of SFAS 123, the Company's net
              income (loss) would have been unchanged for the years ended March
              31, 2001, 2000 and 1999. However, additional goodwill of $136,000
              was recorded for warrants granted during the year ended March 31,
              2001 pursuant to SFAS 123.

NOTE 2 -      PROPERTY AND EQUIPMENT

              Property and equipment at March 31, 2001 and 2000 consisted of the
              following:
<TABLE>
<CAPTION>
                                                                                              March 31,
                                                                               ------------------------------------
                                                                                      2001                2000
                                                                               ----------------    ----------------
                      <S>                                                      <C>               <C>
                      Land                                                     $        105,717  $          102,926
                      Buildings and improvements                                      1,276,505           1,373,324
                      Furniture and fixtures                                              8,098              29,319
                      Machinery and equipment                                         3,322,471           3,096,515
                      Vehicles                                                           20,600              27,820
                      Water well                                                        121,441             121,441
                                                                               ----------------    ----------------
                              Total                                                   4,854,832           4,751,345

                           Less accumulated depreciation                             (2,717,313)         (2,488,294)
                                                                               ----------------    ----------------
                           Property and equipment - net                        $      2,137,519   $       2,263,051
                                                                               ================   =================
</TABLE>

              Depreciation expense for the years ended March 31, 2001, 2000 and
              1999 was $535,656, $411,769 and $350,639, 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.

              On March 30, 2001, the Company's building and certain office
              equipment were damaged in a fire. The fire completely destroyed
              the portion of the plant where the corporate offices were located
              but did minimal damage to the processing area or the processing
              equipment and machinery.

                                      F-17
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


NOTE 2 -      PROPERTY AND EQUIPMENT (Continued)

              The Company was fully insured on the destroyed assets for
              replacement cost. The Company is currently working on the required
              bids and estimates for the reconstruction of the offices and the
              replacement of assets destroyed. The ultimate outcome of the
              insurance claim cannot currently be determined and the potential
              claim or resulting gain cannot be estimated. The Company does not
              believe that they will sustain a loss since they were insured for
              replacement costs.

              The assets affected by the fire are being separately disclosed as
              "Assets Recoverable Under Insurance Policy" until the assets are
              reconstructed and/or replaced. The following summarizes the assets
              destroyed:
<TABLE>
<CAPTION>
                                                             Original              Accumulated         Net
              Description                                      Cost               Depreciation         Book Value
              -----------                                  -----------------  ------------------  ------------------
              <S>                                          <C>                <C>                 <C>
              Building and improvements                    $         187,520  $          (63,628) $          123,892

              Furniture and fixtures                                  14,082             (13,725)                357

              Machinery and equipment                                204,777            (181,130)             23,647
                                                           -----------------  ------------------  ------------------
                         Totals                            $         406,379  $         (258,483) $          147,896
                                                           =================  ==================  ==================
</TABLE>

NOTE 3 -      NOTES PAYABLE

              Notes payable at March 31, 2001 and 2000 consisted of the
              following:
<TABLE>
<CAPTION>
                                                                                                March 31,
                                                                                         2001              2000
                                                                                     --------------  ---------------
              <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.                                             $    1,064,857  $     1,166,816

              Note payable, secured by property, interest at 9.0%,
               interest and principal payments of $1,497 due monthly,
               matures on July 1, 2012.                                                     131,051          136,469

              Note payable, secured by property, interest at 8.0%,
               interest and principal payments of $702 due monthly,
               matures on November 23, 2003.                                                 19,784           26,351

              Note payable, secured by property, interest at 7.5%,
               interest and principal payments of $399 due monthly,
               matures on November 15, 2002.                                                  7,478           11,532

              Note payable, secured by property, interest at 7.5%,
               interest and principal payments of $737 due monthly,
               matures on October 15, 2002.                                                  13,152           20,673

              Note payable, unsecured, interest at 8.0%, interest
               due annually, principal due from gross profits (Note 12).                     -                80,000
                                                                                     --------------  ---------------
              Balance forward                                                        $    1,236,322  $     1,441,841
                                                                                     --------------  ---------------

                                      F-18
<PAGE>
<CAPTION>
                                GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                                   Notes to the Consolidated Financial Statements
                                            March 31, 2001, 2000 and 1999

NOTE 3 -      NOTES PAYABLE (Continued)

                                                                                                March 31,
                                                                                         2001              2000
                                                                                     --------------  ---------------
              <S>                                                                    <C>             <C>
              Balance forward                                                        $    1,236,322  $     1,441,841

              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.                                            7,379           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.                        15,079           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.                                            52,310           65,895

              Note payable to a bank, secured by property, interest at
               8.0%, interest and principal payments of $1,369 due
               monthly, matures in September 2005.                                           59,739           -

              Note payable to a bank, secured by property, interest
               at 8.50%, interest and principal payments of $739 due
               monthly, matures in March 2004.                                               23,360           -

              Note payable to a bank, secured by property, interest
               at 8.50%, interest plus principal payments of $1,124 due
               monthly, matures in January 2005.                                             51,682           -

              Note payable to a bank, secured by property, interest at
               8.0%, interest and principal payments of $1,447 due
               monthly, matures June 2004.                                                   49,442           62,284

              Other notes payable                                                               236              804
                                                                                     --------------  ---------------
                   Total notes payable                                                    1,495,549        1,602,231

                   Less: current portion                                                   (199,144)        (199,647)
                                                                                     --------------  ---------------
                   Long-term notes payable                                           $    1,296,405  $     1,402,584
                                                                                     ==============  ===============
</TABLE>

              Maturities of long-term debt are as follows:

                             Year Ending
                              March 31,                                Amount
                              ---------                                ------
                                 2002                            $      199,144
                                 2003                                   217,880
                                 2004                                   918,490
                                 2005                                    52,744
                                 2006                                    17,443
                                 2007 and thereafter                     89,848
                                                                 --------------
                                     Total                       $    1,495,549
                                                                 ==============

                                      F-19
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


NOTE 4 -      NOTES PAYABLE - RELATED PARTIES
<TABLE>
<CAPTION>
                                                                                               March 31,
                                                                                         2001              2000
                                                                                     --------------  ---------------
              <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 9.5% per
              annum, and has a maximum balance of $1,000,000. The line is
              renewed annually and currently expires on October 5, 2001. The
              balance outstanding on the line of credit at March 31, 2001 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, 2001 and 2000
              consisted of the following:
<TABLE>
<CAPTION>
                                                                                               March 31,
                                                                                         2001              2000
                                                                                     --------------  ---------------
                      <S>                                                            <C>             <C>
                      Total                                                          $       54,247  $        85,531
                      Less: current portion                                                 (20,880)         (31,270)
                                                                                     --------------  ---------------
                      Long-term portion                                              $       33,367  $        54,261
                                                                                     ==============  ===============

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

<CAPTION>
                        Year Ending
                         March 31,                                                                          Amount
                         ---------                                                                          ------
                      <S>                                                                            <C>
                           2002                                                                      $        27,078
                           2003                                                                               26,054
                           2004                                                                                9,789
                           2005                                                                               -
                           2006                                                                               -
                           2007 and thereafter                                                                -
                                                                                                     ---------------
                      Total future minimum lease payments                                                     62,921

                      Less, amount representing interest                                                      (8,674)
                                                                                                     ---------------
                      Present value of future minimum lease payments                                 $        54,247
                                                                                                     ===============
</TABLE>
                                      F-20
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


NOTE 7 -      MAJOR CUSTOMERS AND SUPPLIERS

              For the year ended March 31, 2001, two customers generated sales
              in excess of 10% of the Company's total sales. Sales to these two
              customers made up approximately 47% and 29%, respectively, of
              total revenues for the year ended March 31, 2001.

              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.

              The Company purchased product from two suppliers during the year
              ended March 31, 2001 that generated costs in excess of 10% of the
              Company's total purchases. Purchases from these two suppliers made
              up approximately 22% and 13%, respectively, of total purchases for
              the year ended March 31, 2001.

              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.

              All significant sales and purchases that exceeded 10% during the
              years ended March 31, 2001, 2000 and 1999 were in the seafood
              packaging and processing segment.

NOTE 8 -      INCOME TAXES

              At March 31, 2001, the Company had net operating loss
              carryforwards of approximately $1,123,000 that may be offset
              against future taxable income through 2021.

              The Company uses an asset and liability approach to financial
              accounting and reporting for income taxes. The difference between
              the financial statement and tax bases of assets and liabilities is
              determined annually. Deferred income tax assets and liabilities
              are computed for those differences that have future tax
              consequences using the currently enacted tax laws and rates that
              apply to the periods in which they are expected to affect taxable
              income. Valuation allowances are established, if necessary, to
              reduce the deferred tax asset to the amount that will more likely
              than not be realized. Income tax expense is the current tax
              payable or refundable for the period plus or minus the net change
              in the deferred assets and liabilities.

              Income tax accounts as of March 31, 2001 and 2000 are detailed in
              the following summary:
<TABLE>
<CAPTION>
                                                                                            March 31,
                                                                              --------------------------------------
                                                                                       2001               2000
                                                                              ------------------  ------------------
              <S>                                                             <C>                 <C>
              Deferred income tax asset                                       $          426,700  $           14,600

              Non-current deferred income taxes                                         (426,700)            (12,300)
                                                                              ------------------  ------------------
              Current deferred income tax asset                               $           -       $            2,300
                                                                              ==================  ==================
</TABLE>

                                      F-21
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


NOTE 8 -      INCOME TAXES (Continued)

              Provision for income taxes for the years ended March 31, 2001,
              2000 and 1999 consisted of the following:
<TABLE>
<CAPTION>
                                                                                    March 31,
                                                            ----------------------------------------------------
                                                                  2001                2000             1999
                                                            ---------------    ----------------   --------------
                  <S>                                       <C>                <C>                <C>
                  Current:
                           Federal income taxes             $        -         $         -        $       19,376
                           State income taxes                        -                   -                 4,840

                  Deferred:
                           Federal and state income
                            taxes                                  (412,100)             -               (14,600)
                                                            ---------------    ----------------   --------------
                  Total provision for income taxes          $      (412,100)   $         -        $        9,616
                                                            ===============    ================   ==============
</TABLE>

              As of March 31, 2001 and 2000, the Company overpaid its federal
              income taxes by $23,493 and $46,111, respectively.

              As of March 31, 2001 and 2000, a deferred tax asset of $426,700
              and $14,600 was recognized and recorded.

              A reconciliation of income taxes at the federal statutory rate to
              the effective tax rate is as follows:
<TABLE>
<CAPTION>
                                                                 2001                2000              1999
                                                            ---------------    ----------------   --------------
              <S>                                           <C>                <C>                <C>
              Income taxes computed at the
               federal statutory rate                       $      (427,777)   $         -        $       24,216
              Non-deductible allowance for
               bad debts                                             -                   -                (2,300)
              Other non-deductible items                              7,387              -                -
              Accelerated depreciation expense                        8,290              -               (12,300)
                                                            ---------------    ----------------   --------------
              Income Tax Expense (Benefit)                  $      (412,100)   $         -        $        9,616
                                                            ===============    ================   ==============
</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, 2001 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, 2001.

                                      F-22
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


NOTE 9 -      COMMITMENTS AND CONTINGENCIES (Continued)

              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, 2001.

              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
                       2002                                 $           10,894
                       2003                                             10,894
                       2004                                              5,147
                       2005                                             -
                       2006                                             -
                       2007 and thereafter                              -
                                                            ------------------
                            Total                           $           26,935
                                                            ==================

NOTE 10 -      WARRANTS OUTSTANDING

               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. The warrants were exercisable until July
               15, 2001. During the year ended March 31, 2001, the Board of
               Directors of the Company agreed to extend the expiration date of
               the warrants to July 15, 2009. These warrants were revalued
               pursuant to the Black-Scholes pricing model which resulted in no
               additional expense being recorded for the year ended March 31,
               2001 in accordance with SFAS 123.

               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 are exercisable until
               April 1, 2009.

               As part of the asset purchase of Natural Bait Brokers, Inc. (Note
               1), the Company granted additional warrants for a total of
               1,500,000 common shares exercisable for five years. 1,000,000 of
               the warrants are exercisable at $1.00 per share and 500,000
               exercisable at $1.50 per share. These warrants were valued at a
               total of $136,000.

               On January 12, 2001, the Company granted warrants to an
               individual to purchase 500,000 shares of the Company's common
               stock at $1.00 per share. The warrants are exercisable until
               March 1, 2005.

                                      F-23
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


NOTE 10 -      WARRANTS OUTSTANDING (Continued)

               The Company estimates the fair value of each stock warrant at the
               grant date by using the Black-Scholes pricing model. The
               following assumptions were used: risk-free interest rate of 6%,
               five to ten year expected life, 1.2486% expected volatility, and
               no expected dividends. No additional expense was recorded for the
               years ended March 31, 2001, 2000 and 1999. However, additional
               goodwill of $136,000 on the purchase of the Natural Bait Brokers,
               Inc. asset purchase was recorded during the year ended March 31,
               2001 as a result of the 1,500,000 warrants granted.

               A summary of the status of the Company's stock warrants as of
               March 31, 2001 and changes during the year ended March 31, 2001
               is presented below:
<TABLE>
<CAPTION>
                                                                                  Weighted             Weighted
                                                                                   Average              Average
                                                                                   Exercise            Grant Date
                                                                Warrants            Price              Fair Value
                                                           -----------------  ------------------  ------------------
               <S>                                                <C>         <C>                 <C>
               Outstanding, March 31, 2000                         4,500,000  $             1.19  $             0.00
                    Granted                                        2,000,000                1.12                0.07
                    Exercised                                     (1,000,000)              (1.00)               0.00
                    Expired/canceled                                  -                   -                   -
                                                           -----------------  ------------------  ------------------
               Outstanding, March 31, 2001                         5,500,000  $             1.20  $             0.01
                                                           =================  ==================  ==================
</TABLE>

NOTE 11 -      OPTIONS OUTSTANDING

               On January 26, 2001, the Company granted incentive stock options
               to certain eligible employees and consultants under the 2000
               Equity Incentive Plan for a total of 1,295,000 shares of common
               stock exercisable on or before January 11, 2001 at an exercise
               price of $1.01 per share.

               The Company estimates the fair value of each stock option at the
               grant date by using the Black-Scholes options pricing model. The
               following assumptions were used: risk-free interest rate of 6%,
               ten-year expected life, 1.2486% expected volatility, and no
               expected dividends. Accordingly, no additional expense was
               recorded for the year ended March 31, 2001.

               A summary of the status of the Company's stock options as of
               March 31, 2001 and changes during the year ended March 31, 2001
               is presented below:
<TABLE>
<CAPTION>
                                                                                    Weighted             Weighted
                                                                                    Average              Average
                                                                                   Exercise             Grant Date
                                                                 Options            Price              Fair Value
                                                           -----------------  ------------------  ------------------
               <S>                                                <C>         <C>                 <C>
               Outstanding, March 31, 2000                            -       $           -       $           -
                    Granted                                        1,295,000                1.01                0.00
                    Exercised                                         -                   -                   -
                    Expired/canceled                                  -                   -                   -
                                                           -----------------  ------------------  ------------------
               Outstanding, March 31, 2001                         1,295,000  $             1.01  $             0.00
                                                           =================  ==================  ==================
</TABLE>

                                      F-24
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


NOTE 12 -      JOINT PARTICIPATION AGREEMENT

               On March 20, 2000, the Company entered into a joint participation
               agreements 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 of the farm. The Company issued 106,667 shares
               of common stock during the year ended March 31, 2001 to the
               participant in lieu of the $80,000 debt.

               Profits derived from the operation of the farm will be allocated
               51% to the Company and 49% to the other participant. No profit
               had been earned as of March 31, 2001.

               During the year ended March 31, 2001, the Company entered into a
               joint venture to establish a freshwater shrimp farm in the
               Republic of Guyana. The Company is to provide the technology and
               the delivery of post-larvae as seed stock, and will share in 20%
               of the net profits.

NOTE 13 -      SEGMENT REPORTING

               Global Seafood Technologies, Inc.'s reportable segments are
               business units that offer different products and services. They
               are managed separately, because each segment requires different
               technology, industry knowledge and marketing strategies.

               The Company has three reportable business segments: seafood,
               fishing bait and freshwater shrimp. The seafood segment performs
               full-service processing, packaging and storage of shrimp and
               other seafood products. The fishing bait segment packages and
               distributes recreational fishing bait products. The freshwater
               shrimp segment is engaged in the development and harvesting of
               farm-grown, freshwater shrimp through its hatchery and nursery
               facility.

               The accompanying policies applied to determine the segment
               information are the same as those described in the summary of
               significant accounting policies (Note1). All significant
               intersegment transactions have been eliminated in the
               consolidated financial statements.

               Management evaluates the performance of each segment based on
               profit or loss from operations before income taxes, exclusive of
               nonrecurring gains and losses.

                                      F-25
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999

NOTE 13 -      SEGMENT REPORTING (Continued)

               Financial information as of and for the year ended March 31, 2001
               with respect to the reportable segments is as follows:
<TABLE>
<CAPTION>
                                                                                   Fishing            Freshwater
                                                               Seafood               Bait               Shrimp
                                                           -----------------  ------------------  ------------------
               <S>                                         <C>                <C>                 <C>
               Cash                                        $       1,254,466  $           59,263  $           -

               Fixed assets, net                                   1,123,205             463,345             550,969

               Total assets                                        4,715,471           1,789,108             710,772

               Total liabilities                                   2,303,814             575,227             174,194

               External revenues                                  14,787,501           2,215,887              72,593

               Cost of goods sold                                 12,972,760           1,560,747             185,838

               Other income (expense)                             (1,875,019)         (1,323,923)           (118,807)

               Segment profit (loss) before tax effect               (60,279)           (668,782)           (232,052)
</TABLE>

NOTE 14 -      DISCONTINUED OPERATIONS

               Effective December 2000, the Company discontinued the operations
               of CoMar Foods, Inc. The following is a summary of the loss from
               discontinued operations resulting from the dissolution of this
               subsidiary for the years ended March 31, 2001, 2000 and 1999,
               including the tax effect attributable to the discontinued
               operations.
<TABLE>
<CAPTION>
                                                                           For the Years Ended March 31,
                                                                ----------------------------------------------------
                                                                       2001             2000              1999
                                                                -----------------  ---------------  ----------------
               <S>                                              <C>                <C>              <C>
               NET SALES                                        $          -       $       613,439  $        826,059

               EXPENSES
                 Cost of sales                                             -               108,462           357,258
                 Depreciation expense                                       9,742           37,491            32,306
                 Selling, general and administrative                      134,573          504,628           664,229
                                                                -----------------  ---------------  ----------------
                   Total Expenses                                         144,315          650,581         1,053,793
                                                                -----------------  ---------------  ----------------

               LOSS BEFORE OTHER INCOME
                 (EXPENSES)                                              (144,315)         (37,142)         (227,734)
                                                                -----------------  ---------------  ----------------

               OTHER INCOME (EXPENSES)
                 Other income                                              -                   181             1,000
                 Gain (loss) on disposition of assets                      -                56,662            16,037
                 Interest expense                                          -               (46,040)          (42,644)
                                                                -----------------  ---------------  ----------------
                   Total Other Income (Expenses)                           -               (10,803)          (25,607)
                                                                -----------------  ---------------  ----------------

               NET LOSS BEFORE INCOME TAXES                              (144,315)          -                 -

               INCOME TAX (BENEFIT)                                       (54,840)          -                 -
                                                                -----------------  ---------------  ----------------

               LOSS FROM DISCONTINUED
                OPERATIONS NET OF TAX EFFECT                    $         (89,475) $       (47,945) $       (253,341)
                                                                =================  ===============  ================
</TABLE>

                                      F-26
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                          March 31, 2001, 2000 and 1999


NOTE 15 -      SUBSEQUENT EVENT

               On May 7, 2001, the 200,000 outstanding preferred shares were
               converted into 1,464,005 shares of common stock.

                                      F-27
<PAGE>