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, 2003
                         Commission File Number 0-28495

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

             Nevada                                               93-1219887
(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. (X)

The issuer's revenues for its most recent fiscal year ended March 31, 2003 were
$9,212,638

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 11, 2003 was $2,135,287 (calculated by excluding shares
owned beneficially by directors and officers).

The number of shares of issuer's common equity outstanding as of June 11, 2003
was 16,368,418

                       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 2003 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, 2003.

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

                                       1
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Our core business is the processing and packaging of shrimp through our IQF
(individual quick freeze) processing plant in Biloxi, MS. Our secondary line of
business is in the processing, packaging and distribution of bait products for
recreational fishing. We are also engaged in the aquaculture production of
freshwater shrimp larvae for sale to independent aquaculture farmers and in the
research of improved aquaculture production methods for freshwater shrimp and
other species.

We were 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 business of seafood processing and packaging.

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") in a plant that
comprises 54,200 square feet on 3.4 acres in Biloxi, MS. The products are
produced for many of the nation's largest seafood restaurant chains and retail
grocery outlets. For the last three fiscal years ending March 31, 2001, 2002 and
2003, the Custom Pack operations accounted for 87%, 78%, and 70% of total
company revenues. All of the company's sales were to the United States for the
last three fiscal years. Foreign or export sales are not expected to be a
material factor in future revenues.

We provide frozen shrimp in a variety of sizes and descriptions, 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, and it is being
used increasingly in ready-to-cook meal kits for supermarket distribution.

We continue to focus on packaging innovations and value-added specialty entrees
to expand sales and increase margins in our packaging business. The IQF
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 packages other value-added,
ready-to-cook, ready-to-eat shrimp products.

Seafood consumption is a large and growing market. The world market for shrimp
exceeds $30 billion, with the United States portion being approximately $3
billion. In excess of 80% of the shrimp consumed in the U.S. is imported and an
increasing share of our market is being produced and packaged overseas, where
lower labor and inspection costs have helped to force down the prices of both
raw and packaged shrimp products in this country. This competition and pricing
pressure has affected Custom Pack as well as other domestic producers and
suppliers.

                                       2
<PAGE>

Custom Pack is one of the larger 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.

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, cut squid, whole squid, cigar minnows,
ballyhoo, frozen chum, and menhaden oil. The products are primarily packaged in
frozen form in our own facilities.

In contrast to Custom Pack, this segment of our business concentrates on an
entirely different area of demand for products of the sea. However, we utilize
many of the supply sources for our seafood business to supply the "Killer Bee
Bait" lines 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 line of business.

We acquired the assets, brand names and distribution rights of Drag N Bait, Inc.
and Natural Bait Brokers in 1999 and 2001, respectively, which has strengthened
our source of supply for the key bait product, ballyhoo, and solidified our
distribution in the Florida market. Integration of these businesses has now
given us the leading position in the bait market in the Southeast United States,
and a market share that we estimate to be about 2% of the total U.S. saltwater
bait market.

The "Killer Bee Bait" name is a registered trade name, and the products are sold
through Wal Mart, Boater's World, Academy Sports, and other large retail
outlets, and at independent marinas and bait shops. For the year ended March 31,
2003, Killer Bee registered $2,647,032 in sales and accounted for 29% of our
total revenues.

The recreational bait industry represents a $1.0 Billion sales market annually
in the United States, according to 2001 National Survey of Fishing, Hunting and
Wildlife-Associated Recreation, which includes both freshwater and saltwater
fishing. We have focused initially on establishing ourselves in the saltwater
market primarily in the Southeastern United States, but we expect to further
develop our customer base and distribution to include other saltwater fishing
states as well as the larger inland freshwater market.

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.

                                       3
<PAGE>

Aquaculture

We are engaged in the development of farm grown freshwater shrimp through our
wholly-owned subsidiary, Aquaculture Corporation of America ("ACA"). We have
established a hatchery and nursery in Ocean Springs, MS which provides
freshwater shrimp larvae for stocking in ponds that are operated in joint
ventures or by independent growers. Revenues from this segment are derived from
the sale of post-larvae and juveniles, and from the sale of mature shrimp.
Custom Pack may realize increased processing volumes in the future, as well. The
revenues from this segment are not presently significant, accounting for 2% of
total revenues in the last fiscal year.

Approximately 30% of the shrimp consumed worldwide are grown in aquaculture.
Shrimp grown in fresh water have been produced overseas and imported to the
United States on a relatively limited basis. There is very little production of
freshwater shrimp in this country. Given the demand for shrimp and the
limitations on future supplies from the oceans, we believe that freshwater
shrimp has the potential to 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.

Customer Support

Custom Pack processes and packages products for the account of third parties
under various brand names, and relies on seafood brokers and distributors to
market and distribute the products. We do not operate under government contracts
or other long-term contracts and we have no backlog.

For the fiscal year ended March 31, 2003, the sales to three Custom Pack
customers amounted to 24%, 15% and 11% of total company sales, and sales to one
Killer Bee customer accounted for 19% of total company sales. For the fiscal
year ended March 31, 2002, the sales to these same three Custom Pack customers
amounted to 14%, 9% and 5%, respectively, and to the Killer Bee customer, 12%.
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. The company also imports
seafood from Asia and Central and South America. The aquaculture subsidiary does
not supply a significant amount of product to the company.

                                       4
<PAGE>

In fiscal year ending March 31, 2003, two Custom Pack suppliers accounted for
11% and 10% of total company purchases, respectively. In fiscal year ending
March 31, 2002, those same suppliers accounted for 5% and 11% of purchases,
respectively, and one other supplier accounted for a total of 19%. 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.

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 bring costs in line with reduced volumes in our
core business at Custom Pack and to seek a replenishment of sales volumes
through continued product innovations. Attention will continue to be focused on
the expansion of the distribution of our Killer Bee products and to the
promotion and development of our aquaculture business.

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

Employees

As of March 31, 2003 there were approximately 75 persons employed by the Company
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 54,200 square feet of floor space, including processing
areas, coolers, and freezers and is on 3.4 acres of property. This facility also
contains our corporate offices, including the offices for our subsidiary
companies. Much of the plant facility and all of the corporate offices were
re-constructed in 2001.

We discontinued operations at our CoMar Foods, Inc. plant located in Irvington,
AL three years ago, and the products that were produced at that location were
shifted to the Custom Pack facility. The CoMar plant was sold in March 2003.

                                       5
<PAGE>

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 and nursery.

We maintain insurance for physical loss on all properties described above, and
we believe that the amount of this insurance coverage provides adequate
protection. 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

We were named defendants in a lawsuit filed in the Supreme Court of the State of
New York, County of New York, Index No. 605716-98. The plaintiff, Lawrence
Skolnick, had made a claim of breach of contract and was seeking to keep
1,700,000 shares of our common stock. We filed an answer and counterclaim
against the plaintiff and certain third parties seeking recovery of the shares
and specific performance. On October 23, 2002 we made a motion for summary
judgment seeking dismissal of the complaint and requesting judgment on our
counterclaims. On January 10, 2003, the court ruled in our favor on all counts
and granted us a judgment declaring that Skolnick has no right, title or
interest in any of the Company's shares, permanently enjoining Skolnick from
engaging in any efforts to obtain possession of any of the Company's shares, and
awarding the Company damages for attorney fees and costs. We are proceeding to
recover 1,344,000 shares that have been specifically identified. These shares
have not been included in the totals of issued and outstanding shares in any
financial report.

Other than the lawsuit described above, neither the Company nor any of its
directors or executive officers, nor any controlling shareholder, is a party to
any pending legal or administrative proceeding having the potential for any
material affect upon any matter herein discussed, nor are any of the Company's
properties the subject of such a proceeding, and no such proceeding is known to
be overtly threatened.

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

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

                                       6
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of March 31, 2003, we reported 16,368,418 outstanding shares of common stock,
$.001 par value.

As of March 31, 2003 we had outstanding 6,545,000 warrants and options to
purchase additional common shares at prices between $1.00 to $2.00 and expiring
on or before March 19, 2005 to January 11, 2011.

Our common stock is traded over-the counter under the symbol "GSFT". The shares
have not been eligible for listing on any securities exchange or under the
NASDAQ system.

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

        Quarter ended                        High            Low          Close
        -------------                        ----            ---          -----

        March 31, 2003                      $0.38           $0.20         $0.23
        December 31, 2002                    0.51            0.25          0.32
        September 30, 2002                   0.51            0.30          0.41
        June 30, 2002                        0.91            0.30          0.37

        March 31, 2002                      $1.35           $0.53         $0.81
        December 31, 2001                    1.15            0.51          0.53
        September 30, 2001                   2.00            1.13          1.15
        June 30, 2001                        2.45            1.05          1.59

There were 335 shareholders of record as reported to us by the Company's
transfer agent as of June 11, 2003. There were 3,267 beneficial owners of the
Company's common stock reported through institutional accounts as of June 11,
2003.

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 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 the issuance we relied on the exemption from registration at Section 4 (2)
of the Act for non-public offerings.

                                       7
<PAGE>

On May 2, 2001 we issued 1,464,005 shares to Mr. William Schofield, who was a
director of the Company at the time, 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 at Section 4 (2) of the Act for
non-public offerings.

On June 13, 2001 we issued an aggregate of 25,000 shares to Donald F. Ford
(12,500) and Gerald W. Holaday (12,500) for $50,000 or $2.00 per share in
consideration for undertaking the conversion of poultry houses for shrimp
production in Morton, MS. In connection with these issuances we relied on the
exemption from registration at Section 4 (2) of the Act for non-public
offerings.

On February 19, 2002, the Company entered into a common stock purchase agreement
with Fusion Capital Fund II, LLC pursuant to which Fusion Capital agreed to
purchase on each trading day during the term of the agreement $12,500 of the
Company's common stock or an aggregate of $10 million. The $10 million of common
stock is to be purchased over a forty-month period, subject to a six month
extension or earlier termination at the Company's discretion. The purchase price
of the shares of common stock will be equal to a price based upon the future
market price of the common stock without any fixed discount to the market price.
The Company has the right to set a minimum purchase price at any time.

Details of this agreement are included in the registration statement that the
Company has filed with the Securities and Exchange Commission on Form SB-2 which
was declared effective on February 6, 2003 for the sale of up to 8,884,304
shares of its common stock to Fusion Capital. The 16,368,418 shares of common
stock outstanding as of March 31, 2003 and 2002, includes 442,152 shares that
were issued to Fusion Capital as a commitment fee for its purchase obligations,
and the other 8,442,152 shares remain to be offered to Fusion Capital pursuant
to the common stock purchase agreement. The Company estimates that the maximum
number of shares it will sell to Fusion Capital under the common stock purchase
agreement will be 8,000,000 shares, exclusive of up to 442,152 shares that may
be issued to Fusion Capital as a future commitment fee.

COMMON STOCK CONTINGENCY

The Company has identified 2,435,401 shares of its common stock that are held by
The Depository Trust company on behalf of banks and brokers, which 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. In a related matter, the
Company has been in litigation to try to recover 1,700,000 common shares, which
are believed to be part of the 2,435,401 shares that have been identified. On
January 10, 2003 that litigation was decided in the Company's favor by the
Supreme Court of the State of New York. The Company is now proceeding to recover
those shares, although only 1,344,000 shares have been specifically located.

Although no litigation is pending in relation to the remainder of these shares,
it is possible that the Company may have to honor from between 735,401 and
1,091,401 shares of its common stock in the future. The shares have not been
recorded by the Company at March 31, 2003 since the ultimate outcome is
currently not estimable.

The Company has recognized 203,400 shares that were previously noted as a
contingency and were not recorded by the Company as outstanding shares as of
March 31, 2001. These shares, which had been issued for no consideration in
1999, are being reported as issued and outstanding as of March 31, 2003 and
2002.

                                       8
<PAGE>

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.
<TABLE>
<CAPTION>
                                             SELECTED FINANCIAL DATA
                                  (Dollars in thousands, except per share data)

                                     AS OF AND FOR THE YEARS ENDED MARCH 31

                              Audited       Percentage                 Audited       Percentage
                              3/31/03       of Net Sales               3/31/02      of Net Sales
                              -------       ------------               -------      ------------
<S>                        <C>                <C>                     <C>              <C>
INCOME STATEMENT

REVENUE:                   $    9,213         100.00                  $ 13,742         100.00

COST OF SALES:             $    7,390          80.21                  $ 10,704          77.89

GROSS PROFIT:              $    1,823          19.79                  $  3,038          22.11

OPER. EXPENSES             $    3,253          35.31                  $  3,806          27.70

LOSS BEFORE
OTHER ITEMS                $   (1,430)        (15.52)                 $   (768)         (5.59)

OTHER INC (EXP)            $     (532)         (5.78)                 $    (66)         (0.48)

NET INCOME (LOSS)
BEFORE TAX                 $   (1,962)        (21.30)                 $   (834)         (6.07)

INCOME TAX
EXPENSE (BENEFIT)          $        -           0.00                  $   (280)         (2.04)

NET LOSS BEFORE
EXTRAORDINARY ITEM                                                    $   (554)         (4.03)

EXTRAORDINARY GAIN
NET OF TAX                                                            $    927           6.75

NET INCOME (LOSS)          $   (1,962)        (21.30)                 $    373           2.71

BASIC EARNINGS (LOSS)
PER SHARE (1)
Continuing Operations      $    (0.12)                                $  (0.04)
Extraordinary Item         $        -                                 $   0.06
Basic Earnings (Loss)
 Per Share                 $    (0.12)                                $   0.02
</TABLE>
                                       9
<PAGE>
                                       Audited Audited

                                            3/31/03                   3/31/02
                                            -------                   -------
BALANCE SHEET:

TOTAL ASSETS:                             $   7,485                  $  8,179

LONG-TERM
OBLIGATIONS:(2)                           $   1,547                  $  1,779

TOTAL STOCKHOLDERS' EQUITY                $   2,894                  $  4,825

(1)  Net Income (Loss) from continuing operations per share includes the
     weighted average number of shares of the Company's common capital
     outstanding
(2)  Long-term Obligations includes the current portion of long-term debt and
     capital leases.

Overview and Forward-Looking Statements

This report and other oral and written statements made by 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 business was negatively affected last year by the slow down in the U.S.
economy and by increased competition from overseas, where increased supplies of
shrimp and lower labor costs combined to keep both domestic shrimp prices and
domestic production demand low.

Revenues from our core seafood packaging business declined 40% from the last
year. Our core business provided 87%, 78%, and 70% of total company revenues for
each of the last three fiscal years ending March 31, 2001, 2002 and 2003,
respectively. The greatest impact on our core business was experienced in sales
of product, which declined 51% from the previous year, while sales of processing
increased 41%, by comparison. Product sales are primarily destined for the
restaurant industry, which reportedly has been experiencing its most prolonged
downturn in decades. Processing sales are primarily for ready-to-cook meal kits,
which are increasing in popularity in grocery stores.

Our Killer Bee Bait business experienced an 8% decline in revenues in the last
year compared to the fiscal year ended March 31, 2002. We believe that this
decline was also due to the slower U.S. economy last year, where consumers spent
less time in recreational pursuits, and to relatively poor weather conditions
that occurred in the late summer of 2002. However, despite the lower sales
volumes and a $171,388 write down of impaired asset values, Killer Bee recorded
a net profit of $93,028. The positive results were attributable to lower product
costs and improved operating efficiencies. We are pleased with the progress of
our Killer Bee business, and we expect to expand sales in this area through
growth in the number of outlets that carry Killer Bee products and through sales
of non-frozen, shelf-stable bait products.

Changes in Current Assets

In recent years the core business has been experiencing a need to build its
levels of inventory because its mix of business included significant sales of
product as well as sales of processing. Custom Pack inventories ended the latest
year on March 31, 2003 at $777,046. Although there was a significant decline in
product sales for the year as a whole, that business was beginning to return
late in the year, so that the ending inventory levels were approximately the
same as ending inventory at March 31, 2002.

                                       10
<PAGE>

With the acquisition of Killer Bee, Inc. in 1999, we began packaging and
distributing frozen bait products for the recreational fishing industry, and
that business segment requires that we maintain an adequate supply of product in
inventory in advance of sales. Beginning in 2002 our operations also changed so
that we hold some of our inventory in Wal Mart stores as well as in cold
storage. Killer Bee inventory as of March 31, 2003 reflects an increase from
$417,748 at March 31, 2002 to $697,838.

Accounts Receivable declined by 49% from $1,736,833 at March 31, 2002 to
$880,815 at March 31, 2003. This reduction is consistent with the 40% decline in
sales at Custom Pack and the 8% decline in sales revenue at Killer Bee.

As of March 31, 2003 the company maintained cash reserves of $201,951 compared
to $334,580 at the prior year ending March 31, 2002.

Net Sales

Overall Net Sales for the year ended March 31, 2003 declined by 33% from the
previous year from $13,741,779 to $9,212,638. The downturn was primarily the
result of a decline in volume at our shrimp processing and packaging business
described above, as well as a smaller decline in volume in the recreational bait
segment.

The amount of revenues recognized in our core business in any given year is a
function of whether the products are: a) purchased, processed, and packaged by
us, or; b) processed and packaged for third parties on a consignment basis. In
the first instance, revenues would be higher, reflecting the cost of the
product, and in the latter case revenues would only reflect a processing charge.
Gross Margins are relatively unaffected by either scenario.

Our gross profit declined by 40% from March 31, 2002 to March 31, 2003 because
of the 33% decline in revenues and effects of foreign competition in the core
business segment. Gross profit margins decreased to 19.79% in fiscal 2003 from
22.11% in fiscal 2002. The decrease was primarily the result of decreased
revenues in our core business segments. We have added additional processing
business to begin to offset the reductions experienced in the loss of product
sales.

Cost of Sales

Cost of Sales reflects the processing and packaging costs, including plant
labor, in-bound and out-bound freight, and the raw material (seafood) costs
where the products are processed for the Company's own account. Where processing
is done for third-party account, the raw material (seafood) costs are not
carried on the Company's books. In the fiscal year ending March 31, 2003
approximately 20% of total revenues and 28% of core business revenues is
reflected in processing for third parties, where the Company charges a
processing fee and does not maintain any inventory level of product for its own
account. This compares to 10% of total revenues and 12% of core business
revenues in the year ending March 31, 2002. The decline in Cost of Sales from
$10,703,485 to $7,389,838 (minus 31%) reflects the relatively lower level of
product sales and the higher level of consignment processing in the March 31,
2003 year.

                                       11
<PAGE>

Operating expenses

Comparing the March 31, 2002 and 2003 fiscal years, selling, general and
administrative expenses decreased from $3,347,188 to $2,734,459, a decline of
18%. The expenses were reduced in both the core business as well as in Killer
Bee in approximately equal amounts. The decrease primarily resulted from
reductions in staff and lower sales commissions as a direct result of a decrease
in our business. We expect selling general and administrative expenses to
increase as our business improves.

Other Income (Expenses)

The Company reported Other Income (Expense) of ($ 532,183) and ($66,158) in the
two fiscal years ended March 31, 2003 and 2002, respectively. Other Income
predominantly reflects lease payments received from the rental of Company-owned
property, and the largest expense is typically Interest Expense, which was
$145,099 and 144,445, respectively, in the two years. However, in Fiscal 2003 we
also disposed of idle property, which created a $290,962 loss on the sale, and,
additionally, we recognized a $171,388 write down in the value of equipment
assets employed by Killer Bee to reflect current values. These non-cash charges,
totaling $462,351, account for the difference in Other Income (Expense) between
the two years.

Net Income (Loss)

Our Net Loss was $1,962,151 for the year ending March 31, 2003. Operations from
the core business of Custom Pack, Inc., which have been historically profitable,
declined to a Net Loss of $1,955,871, which includes the $290,962 loss on the
sale of idle property. This substantially accounted for the reported results of
the company as a whole. Operations of Killer Bee recorded a net profit of
$93,028 for the year, which includes the $171,388 impairment write down,
compared to a Net Loss in the March 31, 2002 year of $316,286. Our aquaculture
business reduced its Net Loss from $328,085 to $99,308 in comparing the same
periods.

Seasonality

Because of the availability of seafood throughout the world markets, there is
only a modest seasonal factor for our core business. Typically, the Custom
Pack's operating activities increase slightly during the Spring and Fall
domestic shrimp harvesting seasons, depending on the prices and the abundance of
the crop which is found in the wild. Revenues from Killer Bee are highly
seasonal, with approximately two-thirds of the sales occurring from April to
September.

Inflation/ Deflation

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

                                       12
<PAGE>

Liquidity and Capital Resources

The operations of the Company and its subsidiaries were supported in prior years
from cash flow from the operations of Custom Pack. More recently, including the
last year ending March 31, 2003, financing activities have provided significant
capital resources.

Operating Activities

The Company's Consolidated Statement of Cash Flows reported $522,965 in funds
used in Operating Activities in the March 31, 2003 fiscal year. $919,732 in
non-cash charges, consisting of: Depreciation ($468,026); Loss on Sale of Assets
($280,318); and Asset Impairment Loss ($171,388), partially offset the Net Loss
of $1,962,151. Net changes in working capital accounts contributed $519,454.

Investing Activities

The Company purchased additional property and equipment of $738,558 and
$1,568,808 in the last fiscal years ending March 31, 2003 to 2002, respectively.
Sales of property and equipment generated $239,469 and $20,768 in funds,
respectively, for the same periods.

Financing Activities

Financing activities were a significant source of net cash for the Company in
the March 31, 2003 fiscal year. $889,425 was provided from this source in the
fiscal year from $1,085,444 in additional note borrowings, less $196,019 in note
and capital lease payments.

In February 2003 we registered on Form SB-2 with the U.S. Securities and
Exchange Commission 10,000,000 shares of our common stock for sale (up to
$10,000,000) to Fusion Capital. To date there have been no sales of shares under
this registration.

Summary Discussion of Liquidity

Cash and Cash Equivalents decreased by $132, 629 from March 31, 2002 to March
31, 2003 with Operating Activities and Investing Activities utilizing $1,022,054
in funds and Financing Activities providing $889,425 for the fiscal year.

Lines of Credit from banks totaling $1,000,000 are available for normal business
activities. $946,000 was outstanding as of March 31, 2003 compared to $0
outstanding at March 31, 2002.

Controls and Procedures

Under the supervision and with the participation of our management, including
our principal executive office and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this annual report,
and, based on their evaluation, our principal executive officer and principal
financial officer have concluded that these controls and procedures are
effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.

                                       13
<PAGE>

Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.

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           41     Director, Chief Executive           15
                                 Officer, President,

Clayton F. Gutierrez      38     Director, Senior Vice               15
                                 President and Secretary

Frank C. Gutierrez        68     Director                            15

Anita K. Gutierrez        62     Director, Treasurer                 15

Lance McNeill             47     Director                             2

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, where he graduated in
1984.

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, where he graduated in 1986.

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. McNeill was elected to the Board of Directors of the Company in February
2001. He is President and CEO of Viasys Corporation, engaged in transportation
construction and utilities service. Previously, he was President and CEO of
Outback Sports, a hospitality and entertainment division of Outback Steakhouse.

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

Our Bylaws indicate 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

                                       15
<PAGE>

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 2002 annual shareholder meeting on July 26, 2002. We
have scheduled our 2003 annual shareholder meeting for July 25, 2003.

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

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished
to the Company during the most recent fiscal year, there have been no reporting
persons that failed to file on a timely basis, as disclosed in the above Forms,
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal years.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the compensation
paid, plus stock options granted, to each of the Company's officers during the
calendar years indicated ending December 31:
<TABLE>
<CAPTION>
                                                 SUMMARY COMPENSATION
                                                         TABLE


                                      Annual Compensation                        Long Term Compensation
                         ---------------------------------------------- ---------------------------------------------------
                                                                           Awards                     Payouts
                                                                        ------------                ----------
                                                                                      Securities
 Name and                                                Other          Restricted    Underlying                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           2002       $156,000          $0                     $0           $0              0         $0           $0
Gutierrez       2001       $156,000          $0                     $0           $0        250,000         $0           $0
                2000       $156,000          $0                     $0           $0              0         $0           $0

Clayton         2002       $156,000          $0                     $0           $0              0         $0           $0
Gutierrez       2001       $156,000          $0                     $0           $0        250,000         $0           $0
                2000       $156,000          $0                     $0           $0              0         $0           $0

Anita           2002       $156,000          $0                     $0           $0              0         $0           $0
Gutierrez       2001       $156,000          $0                     $0           $0        250,000         $0           $0
                2000       $156,000          $0                     $0           $0              0         $0           $0
</TABLE>

                                       16
<PAGE>

There were individual grants of stock options to executive officers during the
fiscal year ending March 31, 2001 under the Company's 2000 Equity Incentive
Program. During the last two fiscal years ending March 31, 2002 and 2003, there
were no grants of stock options or stock appreciation rights (SARs) to any
executive officers or directors, and no stock options or SARs were exercised by
any executive officers or directors.

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 Clayton 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                          $0 / 0
Clayton Gutierrez    0          0                 750,000                          $0 / 0
Anita Gutierrez      0          0                 250,000                          $0 / 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 related expenses for
such meetings.

Employment Contracts

The Company has no formal written employment agreement with any senior officer.
The Company did, on March 20, 2001, enter into 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
of control of the Company. Should a change of control event occur as defined by
the Termination Benefits Agreement, the executive officer(s) may be entitled to
compensation equal to 299% of the executive's average annual compensation for
the most recent five years.

                                       17
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This table describes the ownership of our outstanding common stock as of March
31, 2003 by (i) each of our officers and directors; (ii) each person who is
known by us to own more than 5% of the Company's outstanding common stock; and
(iii) all of our officers as a group:


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

Brent Gutierrez                      3,436,917 (1)                20.08%
555 Bayview Avenue
Biloxi, MS  39530

Clayton Gutierrez                    3,300,677 (2)                19.28%
555 Bayview Avenue
Biloxi, MS  39530

Frank and Anita Gutierrez            2,794,676 (3)                16.82%
JTWROS
555 Bayview Avenue
Biloxi, MS  39530

Lance McNeill                          545,000 (4)                 3.23%
15340 Fiddlesticks Blvd.
Ft. Meyers, FL 33912

All officers and directors
As a group (5 persons)              10,077,270 (1)(2)(3)(4)       54.13%

William Schofield                    3,464,005 (5)                18.86%
15340 Fiddlesticks Blvd.
Ft. Meyers, FL 33912

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

(2)  Includes 750,000 shares which 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, 544,676 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 like amount.

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

(5)  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 Mr.
     Schofield in the like amount.

                                       18
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits: Financial Statements

Audited Fiscal Year End March 31, 2003 and 2002

         1. Index to Financial Statements

         2. Independent Auditor's Report                                 F-1-A

         3. Balance Sheets, March 31, 2003 and 2002                      F-1-2

         4. Consolidated Statements of Operations for each of the
            years ended March 31, 2003, 2002 and 2001                    F-3-4

         5. Consolidated Statements of Shareholder's Equity since
            March 31, 2000                                                 F-5

         6. Consolidated Statements of Cash Flows for each of the
            years ended March 31, 2003, 2002, and 2001                   F-6-7

         7. Notes to Financial Statements                               F-8-24


         Exhibits:

         99.1     Certification pursuant to 18 U.S.C. Section 1350

                                       19
<PAGE>

                                   SIGNATURES

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


Date:  June 19, 2003                  GLOBAL SEAFOOD TECHNOLOGIES, INC.



                                      By:  /s/ Brent Gutierrez
                                          --------------------------------------
                                          Brent Gutierrez
                                          President, Chief Executive Officer and
                                          Chief Financial 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 19, 2003
--------------------     the Board, President, CEO, CFO
Brent Gutierrez


/s/ Clayton Gutierrez    Clayton Gutierrez, Director              June 19, 2003
----------------------   Senior Vice President, Secretary
Clayton Gutierrez


/s/ Anita Gutierrez      Anita Gutierrez, Director                June 19, 2003
----------------------   Treasurer
Anita Gutierrez


/s/ Frank C. Gutierrez   Frank C. Gutierrez, Director             June 19, 2003
----------------------
Frank C. Gutierrez


/s/ Lance McNeill        Lance McNeill, Director                  June 19, 2003
----------------------
Lance McNeill

                                       20
<PAGE>

                                 CERTIFICATIONS

         I, Brent C. Gutierrez, certify that:

         1. I have reviewed this annual report on Form 10-KSB of Global Seafood
Technologies, Inc

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report.;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing of this annual report (the "Evaluation Date"); and

         c)       presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing equivalent
functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 19, 2003



By: /s/ Brent C. Gutierrez
-----------------------------
Brent C. Gutierrez,
Chief Executive Officer and
Chief Financial Officer

                                       21
<PAGE>

                        GLOBAL SEAFOOD TECHNOLOGIES, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                             March 31, 2003 and 2002



                                 C O N T E N T S


Independent Auditors' Report...............................................F-1A

Consolidated Balance Sheets ............................................F-1 - 2

Consolidated Statements of Operations ..................................F-3 - 4

Consolidated Statements of Stockholders' Equity ............................F-5

Consolidated Statements of Cash Flows...................................F-6 - 7

Notes to the Consolidated Financial Statements.........................F-8 - 24



                                       22
<PAGE>

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


                          Independent Auditor's Report

         We have audited the accompanying consolidated balance sheet of GLOBAL
SEAFOOD TECHNOLOGIES, INC. & SUBSIDIARIES, as of March 31, 2003 and 2002, and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the years then ended. 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. The consolidated financial statements of GLOBAL
SEAFOOD TECHNOLOGIES, INC. & SUBSIDIARIES as of March 31, 2001 were audited by
other auditors whose report dated May 25, 2001, except Note 16 which is dated
March 11, 2002, expressed an unqualified opinion on those statements.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of GLOBAL
SEAFOOD TECHNOLOGIES, INC. & SUBSIDIARIES at March 31, 2003 and 2002, and the
results of their operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.


                                                  /s/ Laporte Sehrt Romig & Hand
                                           A Professional Accounting Corporation

May 27, 2003
Metairie, Louisiana

                                      F-1A
<PAGE>
<TABLE>
<CAPTION>
                               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS

                                                     ASSETS

                                                                                              March 31,
                                                                                   --------------------------------
                                                                                       2003                2002
                                                                                   ------------        ------------
<S>                                                                                <C>                 <C>
CURRENT ASSETS
    Cash and Cash Equivalents                                                      $    201,951        $    334,580
    Accounts Receivable - Net of Allowance
       for Doubtful Accounts of $20,781 and $5,886 at
       March 31, 2003 and 2002, Respectively                                            880,815           1,736,833
    Accounts Receivable, Related Parties - Net                                          674,191             375,112
    Income Taxes Receivable                                                                   -              92,680
    Prepaid Expenses                                                                     78,780              39,000
    Inventories                                                                       1,474,884           1,215,458
    Deferred Tax Asset, Current                                                         370,235             454,201
                                                                                   ------------        ------------

          Total Current Assets                                                        3,680,856           4,247,864
                                                                                   ------------        ------------

PROPERTY AND EQUIPMENT - Net                                                          3,530,856           3,658,268
                                                                                   ------------        ------------
OTHER ASSETS
    Goodwill - Net of Accumulated Amortization
       of $-0- at March 31, 2003 and 2002                                               273,000             273,000
    Deposits                                                                                358                 358
                                                                                   ------------        ------------

          Total Other Assets                                                            273,358             273,358
                                                                                   ------------        ------------

          Total Assets                                                             $  7,485,070        $  8,179,490
                                                                                   ============        ============


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

                                                      F-1
<PAGE>
<CAPTION>
                                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                                              March 31,
                                                                                   --------------------------------
                                                                                       2003                2002
                                                                                   ------------        ------------
<S>                                                                                <C>                 <C>
CURRENT LIABILITIES
    Accounts Payable - Trade                                                       $  1,447,155        $  1,407,569
    Accounts Payable - Related Parties                                                  421,757              37,345
    Accrued Expenses                                                                     27,206              29,232
    Notes Payable, Current Portion                                                    1,018,082             223,176
    Notes Payable to Related Parties                                                    201,000             101,000
    Obligations Under Capital Leases, Current Portion                                    27,137              30,408
                                                                                   ------------        ------------

          Total Current Liabilities                                                   3,142,337           1,828,730
                                                                                   ------------        ------------

LONG-TERM LIABILITIES
    Deferred Tax Liability                                                              235,857             319,823
    Notes Payable                                                                     1,172,502           1,147,467
    Obligations Under Capital Leases                                                     39,546              58,380
                                                                                   ------------        ------------

          Total Long-Term Liabilities                                                 1,447,905           1,525,670
                                                                                   ------------        ------------

          Total Liabilities                                                           4,590,242           3,354,400
                                                                                   ------------        ------------

COMMITMENTS AND CONTINGENCIES                                                                 -                   -

STOCKHOLDERS' EQUITY
    Preferred Stock: 25,000,000 Shares Authorized
       of $0.001 Par Value, -0- Shares
       Issued and Outstanding                                                                 -                   -
    Common Stock: 50,000,000 Shares Authorized
       of $0.001 Par Value, 16,368,418
       Shares Issued and Outstanding                                                     16,368              16,368
    Additional Paid-in Capital                                                        5,630,095           5,630,095
    Prepaid Non-Compete Agreement                                                       (15,945)            (47,834)
    Subscription Receivable                                                                   -                   -
    Retained Earnings (Deficit)                                                      (2,735,690)           (773,539)
                                                                                   ------------        ------------

          Total Stockholders' Equity                                                  2,894,828           4,825,090
                                                                                   ------------        ------------

          Total Liabilities And Stockholders' Equity                               $  7,485,070        $  8,179,490
                                                                                   ============        ============


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

                                                      F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF OPERATIONS




                                                                             For the Years Ended March 31,
                                                                    -----------------------------------------------
                                                                        2003           2002                2001
                                                                    ------------   ------------       -------------
<S>                                                                 <C>            <C>                <C>
NET SALES                                                           $  9,212,638   $ 13,741,779       $  17,075,981

COST OF SALES                                                          7,389,838     10,703,485          14,719,345
                                                                    ------------   ------------       -------------

GROSS PROFIT                                                           1,822,800      3,038,294           2,356,636

OPERATING EXPENSES
    Non-Complete Covenant                                                 31,889         31,889              31,889
    Depreciation Expense                                                 468,026        391,183             317,717
    Bad Debt Expense                                                      18,394         35,955              23,310
    Selling, General and Administrative                                2,734,459      3,347,188           2,870,998
                                                                    ------------   ------------       -------------

         Total Operating Expenses                                      3,252,768      3,806,215           3,243,914
                                                                    ------------   ------------       -------------

LOSS BEFORE OTHER
    INCOME (EXPENSES)                                                 (1,429,968)      (767,921)           (887,278)
                                                                    ------------   ------------       -------------

OTHER INCOME (EXPENSES)
    Other Income                                                          63,510         68,277             246,330
    Interest Income                                                        1,112         10,010              40,817
    Loss on Disposition of Assets                                       (280,318)             -                   -
    Asset Impairment Loss                                               (171,388)             -                   -
    Interest Expense                                                    (145,099)      (144,445)           (152,785)
                                                                    ------------   ------------       -------------

         Total Other Income (Expenses)                                  (532,183)       (66,158)            134,362
                                                                    ------------   ------------       -------------

NET LOSS BEFORE INCOME TAXES                                          (1,962,151)      (834,079)           (752,916)

INCOME TAX BENEFIT                                                             -       (279,926)           (357,260)
                                                                    ------------   ------------       -------------

NET LOSS FROM CONTINUING OPERATIONS                                   (1,962,151)      (554,153)           (395,656)

LOSS FROM DISCONTINUED OPERATIONS
    (NET OF INCOME TAX BENEFIT OF
    $54,840 IN 2001)                                                           -              -             (89,475)
                                                                    ------------   ------------       -------------
NET LOSS BEFORE
    EXTRAORDINARY ITEM                                                (1,962,151)      (554,153)           (485,131)

EXTRAORDINARY ITEM - GAIN ON
    PROCEEDS FROM FIRE DAMAGE (NET
    OF INCOME TAX OF $477,567 IN 2002)                                         -        927,041                   -
                                                                    ------------   ------------       -------------

NET INCOME (LOSS)                                                   $ (1,962,151)  $    372,888       $    (485,131)
                                                                    ============   ============       =============


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

                                                   F-3

<PAGE>
<CAPTION>
                        GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)




                                                                             For the Years Ended March 31,
                                                                    -----------------------------------------------
                                                                        2003           2002                2001
                                                                    ------------   ------------       -------------
<S>                                                                 <C>            <C>                <C>
BASIC EARNINGS (LOSS) PER SHARE
    Continuing Operations Before Extraordinary Item                 $      (0.12)  $      (0.04)      $       (0.03)
    Discontinued Operations (Net of Tax)                                       -              -               (0.01)
    Extraordinary Item (Net of Tax)                                            -           0.06                   -
                                                                    ------------   ------------       -------------

         Basic Earnings (Loss) Per Share                            $      (0.12)  $       0.02       $       (0.04)
                                                                    ============   ============       =============

WEIGHTED AVERAGE NUMBER OF
    SHARES OUTSTANDING                                                16,368,418     15,843,403          13,281,970
                                                                    ============   ============       =============

FULLY DILUTED EARNINGS (LOSS)
    PER SHARE
    Continuing Operations                                           $      (0.12)  $      (0.03)      $       (0.04)
    Discontinued Operations (Net of Tax)                                       -              -               (0.01)
    Extraordinary Item (Net of Tax)                                            -           0.05                   -
                                                                    ------------   ------------       -------------

         Fully Diluted Earnings (Loss) Per Share                    $      (0.12)  $       0.02       $       (0.05)
                                                                    ============   ============       =============

WEIGHTED AVERAGE NUMBER OF
    SHARES OUTSTANDING                                                16,368,418     16,930,122          13,281,970
                                                                    ============   ============       =============


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

                                               F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



                                 Preferred Stock       Common Stock     Additional   Prepaid     Sub-      Retained       Total
                               ------------------  -------------------   Paid-in   Non-Compete scription   Earnings    Stockholders'
                                Shares    Amount     Shares    Amount    Capital    Agreement  Receivable  (Deficit)      Equity
                               --------  --------  ----------  -------  ----------  ---------- ---------- ------------ -------------
<S>                            <C>       <C>       <C>         <C>      <C>         <C>         <C>       <C>          <C>
BALANCE, MARCH 31, 2000        200,000   $  200    13,124,046  $13,124  $4,411,285  $(111,612)  $(46,486) $  (661,296) $ 3,605,215

 Common Stock Issued in
  Conversion of Debt at $0.62
  Per Share                          -        -       109,815      110      82,230          -          -           -        82,340
 Common Stock Issued Upon
  Conversion of Warrants at
  $1.00 Per Share                    -        -     1,000,000    1,000     999,000          -           -           -    1,000,000
 Additional Cost of Natural
  Bait Brokers, Inc. Assets
  through Granting of Warrants       -        -             -        -     136,000          -           -           -      136,000
 Amortization of Non-Compete
  Agreement                          -        -             -        -           -     31,889           -           -       31,889
 Net Loss for the Year Ended
  March 31, 2001                     -        -             -        -           -          -           -    (485,131)    (485,131)
                               -------   ------    ----------  -------  ----------  ---------   --------  -----------  -----------

BALANCE, MARCH 31, 2001        200,000      200    14,233,861   14,234   5,628,515    (79,723)   (46,486)  (1,146,427)   4,370,313

 Outstanding Preferred Stock
  Converted to Common Stock   (200,000)    (200)    1,464,005    1,464      (1,264)         -          -            -            -
 Common Stock Issued for Cash                          25,000       25      49,975          -          -            -       50,000
 Common Stock Issued Under
  Common Stock Purchase
  Agreement                          -        -       442,152      442        (442)         -          -            -            -
 Adjustment for Common Stock
  Issued In 1999                     -        -       203,400      203     (46,689)         -     46,486            -            -
 Amortization of Non-Compete
  Agreement                          -        -             -        -           -     31,889          -            -       31,889
 Net Income for the Year
  Ended March 31, 2002               -        -             -        -           -          -          -      372,888      372,888
                               -------   ------    ----------  -------  ----------  ---------   --------  -----------  -----------

BALANCE, MARCH 31, 2002              -        -    16,368,418   16,368   5,630,095    (47,834)         -     (773,539)   4,825,090

 Amortization of Non-Compete
  Agreement                          -        -             -        -           -     31,889          -            -       31,889
 Net Loss for the Year Ended
  March 31, 2003                     -        -             -        -           -          -          -   (1,962,151)  (1,962,151)
                               -------   ------    ----------  -------  ----------  ---------   --------  -----------  -----------

BALANCE, MARCH 31, 2003              -   $    -    16,368,418  $16,368  $5,630,095  $ (15,945)  $      -  $(2,735,690) $ 2,894,828
                               =======   ======    ==========  =======  ==========  =========   ========  ===========  ===========



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

                                                             F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                            For the Years Ended March 31,
                                                                    ---------------------------------------------
                                                                        2003            2002             2001
                                                                    ------------    -------------    ------------
<S>                                                                 <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Continuing Operations:
    Net Income (Loss)                                               $ (1,962,151)   $     372,888    $   (395,656)
    Adjustments to Reconcile Net Income (Loss) to
      Net Cash Provided by (Used In) Continuing Operations:
         Depreciation                                                    468,026          391,183         317,717
         (Gain) Loss on Sale of Assets                                   280,318           (7,799)              -
         Asset Impairment Loss                                           171,388                -               -
         Bad Debt Expense                                                 18,394                -               -
         Decrease (Increase) in Accounts Receivable and
           Accounts Receivable - Related Parties                         253,725          (92,891)       (816,885)
         Decrease (Increase) in Taxes Receivable                          92,680          (69,187)         22,618
         Increase in Inventories                                        (259,426)        (350,455)       (223,295)
         (Increase) Decrease in Prepaid Expenses                          (7,891)          (7,110)         33,716
         Decrease (Increase) in Deferred Taxes                                 -          292,322        (412,100)
         Increase in Accounts Payable and
           Accounts Payable - Related Parties                            423,998           98,357       1,299,609
         (Decrease) Increase in Accrued Expenses                          (2,026)         (14,150)         14,333
                                                                    ------------    -------------    ------------
              Net Cash Provided by (Used in)
                Continuing Operations                                   (522,965)         613,158        (159,943)
                                                                    ------------    -------------    ------------
Discontinued Operations:
    Net Loss                                                                   -                -         (89,475)
    Adjustments to Reconcile Net Loss to Net Cash
      Used In Discontinued Operations:
    Depreciation and Amortization                                              -                -           9,742
    Gain on Sale of Assets                                                     -                -               -
                                                                    ------------    -------------    ------------
              Net Cash Used in Discontinued Operations                         -                -         (79,733)
                                                                    ------------    -------------    ------------
              Net Cash Provided by (Used in)
                 Operating Activities                                   (522,965)         613,158        (239,676)
                                                                    ------------    -------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Goodwill Acquired                                                          -                -        (137,000)
    Decrease in Deposits                                                       -            8,599           3,271
    Proceeds from the Sale of Property and Equipment                     239,469           20,768               -
    Purchases of Property and Equipment                                 (738,558)      (1,568,808)       (415,731)
                                                                    ------------    -------------    ------------

              Net Cash Used In Investing Activities                     (499,089)      (1,539,441)       (549,460)
                                                                    ------------    -------------    ------------


            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 CASH FLOWS (Continued)


                                                                            For the Years Ended March 31,
                                                                    ---------------------------------------------
                                                                        2003            2002             2001
                                                                    ------------    -------------    ------------
<S>                                                                 <C>             <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Sale of Preferred and Common Stock                $          -    $      50,000    $  1,000,000
    Repayments on Notes and Leases Payable                              (196,019)        (274,445)       (200,255)
    Proceeds from Notes Payable to Related Parties                       100,000                -               -
    Proceeds from Notes and Leases Payable                               985,444          171,579               -
                                                                    ------------    -------------    ------------
         Net Cash Provided by (Used in)
           Financing Activities                                          889,425          (52,866)        799,745
                                                                    ------------    -------------    ------------

NET (DECREASE) INCREASE IN CASH
    AND CASH EQUIVALENTS                                                (132,629)        (979,149)         10,609

CASH AND CASH EQUIVALENTS -
    BEGINNING OF YEAR                                                    334,580        1,313,729       1,303,120
                                                                    ------------    -------------    ------------
CASH AND CASH EQUIVALENTS -
    END OF YEAR                                                     $    201,951    $     334,580    $  1,313,729
                                                                    ============    =============    ============

SUPPLEMENTAL CASH FLOW INFORMATION Cash Paid During the Year for:
      Interest                                                      $    145,099    $     144,445    $    150,096
      Income Taxes                                                  $          -    $           -    $          -

NON CASH FINANCING ACTIVITIES
    Property and Equipment Purchased Under
      Capital Leases                                                $      8,411    $      79,241    $          -
    Property and Equipment Purchased Under
      Notes Payable                                                 $          -    $      92,338    $    142,289
    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.

                                                      F-7
</TABLE>
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF OPERATIONS

                  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 as "the Company".

                  GST was incorporated under the laws of the State of Nevada on
         May 29, 1986. GST was incorporated for the purpose of creating a
         vehicle to obtain capital to seek out, investigate and acquire
         interests in products and businesses that may have a potential for
         profit.

                  In 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) in a reverse merger transaction. Custom, a Mississippi
         corporation, is a full service processor, packager, and storage
         provider of shrimp and other seafood.

                  In 1997, the Company purchased CoMar Foods, Inc. for
         $1,500,000 comprised of 422,492 shares of its common stock valued at
         $933,707, $300,000 in cash and assumed liabilities of $266,293. CoMar's
         operations were discontinued during the year ended March 31, 2001 and
         in December 2000, CoMar was dissolved (see Note N).

                  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 ($1.56 per share). The acquisition was
         accounted for by the purchase method. Killer Bee, a Mississippi
         corporation, is a full service processor, packager and distributor of
         bait and other recreational fishing products.

                  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, for $339,000. The operations of Drag N Bait are included with
         those of Killer Bee, Inc.

                  On January 22, 2001, the Company purchased certain assets from
         Natural Bait Brokers, Inc., a Florida Corporation, for $200,000 cash
         and 1,500,000 GST common stock warrants, exercisable through January
         22, 2006 as follows: 1,000,000 warrants are exercisable into shares of
         common stock at $1.00 per share, and 500,000 warrants are exercisable
         into shares of common stock at $1.50 per share. Goodwill on the
         purchase represents the excess of acquisition costs over the fair
         market value of the net assets acquired and is accounted for under the
         provisions of FASB Statement 142.

                  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.

                                      F-8
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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. In
         consolidation, significant inter-company accounts, transactions, and
         profits have been eliminated.

         CASH AND CASH EQUIVALENTS

                  For the purpose of the statements of cash flows, the Company
         considers all highly liquid debt instruments purchased with a maturity
         of three months or less to be cash equivalents.

         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.

         PROPERTY AND EQUIPMENT

                  Property and equipment are stated at cost. Depreciation and
         amortization are calculated on the straight-line and accelerated
         methods over the estimated useful lives of the assets. Maintenance,
         repairs and small tools are charged to expense as incurred, while
         expenditures that substantially increase the useful life of the assets
         are capitalized. When items of property or equipment are sold or
         retired, the related cost and accumulated depreciation are removed from
         the accounts and any gain or loss is included in income.

         EARNINGS (LOSS) PER SHARE

                  The earnings (loss) per share calculations are based on the
         weighted average number of shares of common stock outstanding and
         common stock equivalents, unless their effect would be antidilutive.

         ACCOUNTS RECEIVABLE

                  Receivables are carried at original invoice amount less an
         estimate made for doubtful receivables. Management determines the
         allowance for doubtful accounts by regularly evaluating individual
         customer receivables and considering a customer's financial condition,
         credit history, and current economic conditions. Uncollectible accounts
         receivable are charged to the allowance for doubtful accounts when they
         are determined to be uncollectible. Recoveries of accounts receivable
         previously written off are recorded when received.

         USE OF ESTIMATES

                  The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities 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.

         NON-DIRECT RESPONSE ADVERTISING

                  The Company expenses advertising costs as incurred.
         Advertising cost totaled $11,121 in 2003, $35,503 in 2002, and $19,758
         in 2001.

                                      F-9
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         INCOME TAXES

                  Income taxes are provided for the tax effects of the
         transactions reported in the financial statements and consist of taxes
         currently due plus deferred taxes related to differences between the
         basis of assets and liabilities for financial and income tax reporting.
         The deferred tax assets and liabilities represent the future tax return
         consequences of those differences, which will either be taxable or
         deductible when the assets and liabilities are recovered or settled.
         Deferred tax assets are reduced by a valuation allowance when, in the
         opinion of management, it is more likely than not that some portion or
         all of the deferred tax assets will not be realized. Deferred tax
         assets and liabilities are adjusted for the effect of changes in tax
         laws and rates on the date of enactment.

         IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

                  Statement of Financial Accounting Standards No. 145 (SFAS
         145), "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
         FASB Statement No. 13, and Technical Corrections", updates, clarifies,
         and simplifies existing accounting pronouncements related to
         extinguishment of debt, accounting requirements for the effects of
         transitions to the provisions of the Motor Carrier Act of 1980, and
         accounting for certain lease modifications that have economic effects
         similar to sale-leaseback transactions. This statement is effective for
         financial statements issued for fiscal years beginning after May 15,
         2002. The adoption of this pronouncement had no effect on the financial
         position and results of operations of the Company.

                  Statement of Financial Accounting Standards No. 146 (SFAS
         146), "Accounting for Costs Associated with Exit or Disposal
         Activities", a replacement of Emerging Issues Task Force (EITF) No.
         94-3. This statement provides accounting and reporting standards for
         costs associated with exit or disposal activities that were previously
         recognized at the date a Company committed to an exit plan. This
         statement requires that a liability for a cost associated with an exit
         or disposal activity be recognized at fair value when the liability is
         incurred. This statement is effective for exit or disposal activities
         that are initiated after December 31, 2002. The adoption of this
         pronouncement is not expected to have an effect on the financial
         position and results of operations of the Company.

                  Statement of Financial Accounting Standards No. 147 (SFAS
         147), "Acquisitions of Certain Financial Institutions" an amendment of
         SFAS 72 and 144, and SFAS Interpretation No. 9. This statement provides
         accounting and reporting standards for the application of the purchase
         method to all acquisitions of financial institutions (including branch
         acquisitions that meet the definition of a business), except
         transactions between two or more mutual enterprises. Previously, any
         excess of the fair value of liabilities assumed over the fair value of
         tangible and identifiable intangible assets acquired was classified as
         an unidentifiable intangible asset and subsequently amortized. This
         statement requires that long-lived assets (including long-term customer
         relationship intangible assets) to be held and used by an entity be
         reviewed for impairment whenever events or changes in circumstances
         indicate that the carrying amount of an asset may not be recoverable
         and requires a probability-weighted cash flow estimation approach, and
         includes a "primary-asset" approach to determine the cash flow
         estimation period. This statement is effective for acquisitions on or
         after October 1, 2002. The adoption of this pronouncement had no effect
         on the financial position and results of operations of the Company.

                                      F-10
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)

                  Statement of Financial Accounting Standards No. 148 (SFAS
         148), Accounting for Stock-Based Compensation - Transition and
         Disclosure, an Amendment of FASB Statement No. 123, is effective for
         financial statements for fiscal years ending after December 15, 2002
         and is effective for financial reports containing condensed financial
         statements for interim periods beginning after December 15, 2002. This
         statement provides alternative methods of transition for a voluntary
         change to the fair value based method of accounting for stock-based
         employee compensation. In addition, this statement amends the
         disclosure requirements of Statement 123 to require prominent
         disclosures in both annual and interim financial statements about the
         method of accounting for stock-based employee compensation and the
         effect of the method used on reported results. Adoption of this
         pronouncement had no effect on the financial position and results of
         operations of the Company.

         INTANGIBLE ASSETS

                  The Company entered into a covenant-not-to-compete for
         $492,000 during the year ended March 31, 1991. 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. The agreement, as amended, is being amortized through
         September 2003. Accumulated amortization on the prepaid agreement at
         March 31, 2003 and 2002 was $127,555 and $95,666, respectively.
         Amortization expense totaling $31,889 was recorded during the years
         ended March 31, 2003, 2002 and 2001.


NOTE B PROPERTY AND EQUIPMENT

                  Property and equipment at March 31, 2003 and 2002 consisted of
         the following:

                                                             March 31,
                                                   ---------------------------
                                                        2003           2002
                                                   ------------   ------------

         Land                                      $    121,890   $    121,890
         Buildings and Improvements                   2,206,532      1,650,839
         Furniture and Fixtures                          98,343         26,645
         Machinery and Equipment                      4,041,024      3,862,630
         Vehicles                                        67,325         67,325
         Water Well                                     121,441        121,441
         Idle Property                                        -        701,944
                                                   ------------   ------------

                  Total                               6,656,555      6,552,714

            Less Accumulated Depreciation            (3,125,699)    (2,894,446)
                                                   ------------   ------------

                  Property and Equipment - Net     $  3,530,856   $  3,658,268
                                                   ============   ============


                  Depreciation expense for the years ended March 31, 2003, 2002
         and 2001 was $468,026, $391,183 and $317,717, respectively.

                                      F-11
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE B PROPERTY AND EQUIPMENT (Continued)

                  During the year ended March 31, 2000, the Company recorded an
         impairment loss of $775,000 on building and improvements of the former
         CoMar Foods, Inc. based upon the decline in market value of the
         building during the year. The building was sold during the year ending
         March 31, 2003, resulting in a loss of $294,121.

                  During the year ended March 31, 2003, the Company recorded an
         impairment loss of $171,388 on equipment used in its Killer Bee bait
         operations, based upon the decline in the market value during the year.

                  On March 30, 2001, the Company's principal 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. The extraordinary gain in the year ended March
         31, 2002 of $927,041 ($.06 per share), net of income tax of $477,567,
         represents that portion of the insurance proceeds in excess of the loss
         incurred by the Company. As of March 31, 2002 the property had been
         reconstructed.


NOTE C NOTES PAYABLE

                  Notes payable at March 31, 2003 and 2002 consisted of the
         following:
<TABLE>
<CAPTION>
                                                                                              March 31,
                                                                                   --------------------------------
                                                                                         2003            2002
                                                                                   --------------    --------------
                  <S>                                                              <C>               <C>
                  Note payable, secured by property, inventory and Accounts
                     receivable, guaranteed by four of the Company's
                     stockholders, interest at .25% over The Bank's index rate,
                     4.5% at March 31, 2003, interest and principal payments of
                     $8,859 due monthly, matures November 2005.                    $    1,096,188    $            -

                  Note payable, secured by property, interest at 8.05%,
                     interest and principal payments of $16,124 due
                     monthly, matures on July 5, 2003.                                          -           954,255

                  Note payable, secured by property, interest at 9.0%,
                     interest and principal payments of $1,497 due
                     monthly, matures on July 1, 2012.                                    118,165           124,607

                  Note payable, secured by property, interest at 8.0%,
                     interest and principal payments of $702 due
                     monthly, matures on May 23, 2003.                                      4,898            12,685

                                      F-12
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE C NOTES PAYABLE (Continued)
<CAPTION>
                                                                                              March 31,
                                                                                   --------------------------------
                                                                                         2003            2002
                                                                                   --------------    --------------
                  <S>                                                              <C>               <C>
                  Note payable, secured by property, interest at 7.5%,
                     interest and principal payments of $399 due
                     monthly, matures on November 15, 2002.                        $            -    $        3,106

                  Note payable, secured by property, interest at 7.5%,
                     interest and principal payments of $737 due
                     monthly, matures on October 15, 2002.                                      -             5,038

                  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.                                    -             2,577

                  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.                                      -            10,137

                  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.                                         -            37,677

                  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.                                        -            46,745

                  Note payable to a bank, secured by property, interest at
                     8.50%, interest and principal payments of $739 due
                     monthly, matures in March 2004.                                            -            15,765

                  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.                                          -            38,227

                  Note payable to a bank, secured by property, interest at
                     8.0%, interest and principal payments of $1,447 due
                     monthly, matures June 2004.                                                -            35,611

                  Note payable, secured by equipment, interest at 9.4%,
                     interest and principal payments of $813 due monthly,
                     matures May 2006                                                      25,333            32,314

                                      F-13
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE C NOTES PAYABLE (Continued)
<CAPTION>
                                                                                              March 31,
                                                                                   --------------------------------
                                                                                         2003            2002
                                                                                   --------------    --------------
                  <S>                                                              <C>               <C>
                  Note Payable, secured by property, interest at 6.5%,
                     interest and principal payments of $470 due monthly,
                     matures September 2006                                        $            -    $       51,899

                  Line of Credit for $1,000,000, secured by property, Equipment,
                     accounts receivable and inventory, guaranteed by three
                     stockholders, interest at prime, 4.25% at March 31, 2003,
                     interest due monthly, matures October 2003                           946,000                 -
                                                                                   --------------    --------------
                           Total notes payable                                          2,190,584         1,370,643

                           Less: current portion                                       (1,018,082)         (223,176)
                                                                                   --------------    --------------

                           Long-term notes payable                                 $    1,172,502    $    1,147,467
                                                                                   ==============    ==============
</TABLE>

         Maturities of long-term debt are as follows:

                  Year Ending
                    March 31,                                Amount

                      2004                               $    1,018,082
                      2005                                    1,061,023
                      2006                                       18,394
                      2007                                       10,009
                      2008                                       10,924
                      2009 and Thereafter                        72,152
                                                         --------------
                            Total                        $    2,190,584
                                                         ==============


NOTE D CAPITAL LEASES

                  The Company leases certain equipment with lease terms through
         November 2004. Obligations under these capital leases have been
         recorded in the accompanying consolidated financial statements at the
         present value of future minimum lease payments.

                  At March 31, 2003, the total cost of these assets included in
         property and equipment was $146,484 and the accumulated depreciation on
         these assets totaled $47,870.

                                      F-14
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE D CAPITAL LEASES (Continued)

                  Obligations under capital leases at March 31, 2003 and 2002
         consisted of the following:

                                                             March 31,
                                                 ------------------------------
                                                      2003              2002
                                                 ------------      ------------
                  Total                          $     66,683      $     88,788

                  Less: Current Portion               (27,137)          (30,408)
                                                 ------------      ------------
                     Long-Term Portion           $     39,546      $     58,380
                                                 ============      ============


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

                  Year Ending
                    March 31,                                           Amount
                    ---------                                           ------
                     2004                                            $   33,121
                     2005                                                43,441
                                                                     ----------
                     Total Future Minimum Lease Payments                 76,562
                     Less:  Amount Representing Interest                 (9,879)
                                                                     ----------
                     Present Value of Future Minimum Lease Payments  $   66,683
                                                                     ==========


NOTE E
         MAJOR CUSTOMERS AND SUPPLIERS

                  The following information is given concerning certain
         customers who generated sales that were in excess of 10% of total sales
         in the years ended March 31, 2003, 2002 and 2001, respectively:

                                      Number of            Respective %
                  Year End            Customers           of Total Sales
                  --------            ---------           --------------
                    2003                   4              24%, 19%, 15%, 11%
                    2002                   4              31%, 14%, 12%, 12%
                    2001                   2                        47%, 29%

                  All of the significant sales exceeding 10% of total sales for
         the company were in the seafood processing and packaging business
         segment, except that in 2003 and 2002 one customer in the recreational
         bait segment accounted for 19% and 12% of total sales, respectively.

                                      F-15
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE E MAJOR CUSTOMERS AND SUPPLIERS (Continued)

                  The Company purchases product from many suppliers, some of
         whom generate costs that are in excess of 10% of the Company's total
         product costs. Purchases from these suppliers for the years ended March
         31, 2003, 2002 and 2001, respectively, is shown below:

                                      Number of                Respective %
                  Year End            Suppliers        of Total Production Costs
                  --------            ---------        -------------------------
                    2003                  2                      11%, 10%
                    2002                  2                      19%, 11%
                    2001                  2                      22%, 13%


                  All significant purchases that exceeded 10% during these years
         were suppliers to the seafood processing and packaging segment.


NOTE F INCOME TAXES

                  The provision for income taxes for March 31, 2003, 2002 and
         2001 consists of the following:
<TABLE>
<CAPTION>
                                                                                       March 31,
                                                                  -----------------------------------------------
                                                                        2003             2002            2001
                                                                  ---------------   -------------   --------------
                  <S>                                             <C>               <C>             <C>
                  Current:
                     Federal Income Taxes                         $             -   $     (92,681)  $           -
                     State Income Taxes                                         -               -               -
                  Deferred                                                      -         290,322        (412,100)
                                                                  ---------------   -------------   --------------
                     Total Provision for Income Taxes             $             -   $     197,641   $    (412,100)
                                                                  ===============   =============   =============

<CAPTION>
                  A reconciliation of income taxes at the federal statutory rate
         to the effective tax rate is as follows:
                                                                                       March 31,
                                                                  -----------------------------------------------
                                                                        2003             2002            2001
                                                                  ---------------   -------------   --------------
                  <S>                                             <C>               <C>             <C>
                  Income Taxes Computed at the
                     Federal Statutory Rate                       $      (667,131)  $     193,980   $     (427,777)
                  Deferred Tax Valuation Allowance                        667,131               -                -
                  Other Non-Deductible Items                                    -           3,661           15,677
                                                                  ---------------   -------------   --------------
                  Income Tax Expense (Benefit)                    $             -   $     197,641   $     (412,100)
                                                                  ===============   =============   ==============
</TABLE>

                  At March 31, 2003, the Company had net operating loss
         carryforwards of approximately $4,077,000 that may be offset against
         future taxable income through 2023.

                                      F-16
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE F INCOME TAXES (Continued)

                  The components of deferred tax assets and liabilities were as
         follows:

                                                            March 31,
                                                  -----------------------------
                                                       2003            2002
                                                  ------------     ------------
         Deferred Tax Assets:
            Net Operating Loss Carryforward       $  1,386,292     $    660,605

         Deferred Tax Liabilities:
            Property and Equipment                    (235,857)        (319,823)
                                                  ------------     ------------

         Net Deferred Tax Assets                     1,150,435          340,782
         Deferred Tax Valuation Reserve             (1,016,057)        (206,404)
                                                  ------------     ------------

             Total Net Deferred Tax Assets        $    134,378     $    134,378
                                                  ============     ============


                  As of March 31, 2002, the Company had income taxes receivable
         of $92,680.


NOTE G COMMITMENTS AND CONTINGENCIES

         COMMON STOCK CONTINGENCY

                  The Company has identified 2,435,401 shares of its common
         stock that are held by The Depository Trust company on behalf of banks
         and brokers, which 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. In a related matter, the Company has been in
         litigation to try to recover 1,700,000 common shares, which are
         believed to be part of the 2,435,401 shares that have been identified.
         On January 10, 2003 that litigation was decided in the Company's favor
         by the Supreme Court of the State of New York. The Company is now
         proceeding to recover those shares, although only 1,344,000 shares have
         been specifically located.

                  Although no litigation is pending in relation to the remainder
         of these shares, it is possible that the Company may have to honor from
         between 735,401 and 1,091,401 shares of its common stock in the future.
         The shares have not been recorded by the Company at March 31, 2003
         since the ultimate outcome is currently not estimatable.

         COMMON STOCK OUTSTANDING

                  The Company has recognized 203,400 shares that were previously
         noted as a contingency and were not recorded by the Company as
         outstanding shares as of March 31, 2001. These shares, which had been
         issued for no consideration in 1999, are being reported as issued and
         outstanding as of March 31, 2003 and 2002.

                                      F-17
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE G COMMITMENTS AND CONTINGENCIES (Continued)

         TERMINATION BENEFITS AGREEMENT

                  The Company has entered into a termination benefits agreement
         with its three key executive officers. In the event there is a change
         of control of the Company (as defined by the agreement) and the
         employment of the executive terminates under certain conditions
         described in the agreement at any time during the three year period
         following the change of control of the Company, the executive will
         receive severance pay equal to 299% of the average of the five most
         recent years annual compensation.

         LEASES

                  The Company leases certain machinery and equipment used in
         operations under operating leases expiring in 2006. The minimum future
         payments required under non-cancelable operating leases having
         remaining terms in excess of one year appear below:

                  Year Ending
                    March 31,                                    Amount
                    ---------                                    ------

                      2004                                   $      108,189
                      2005                                           81,736
                      2006                                           25,944
                      ----                                   --------------
                            Total                            $      215,869
                                                             ==============

                  Rent expense charged to operations for the years ended March
         31, 2003, 2002 and 2001 was $171,876, $302,743, and $282,685,
         respectively.


NOTE H RELATED PARTY TRANSACTIONS

                  During the years ended March 31, 2003, 2002, and 2001, the
         Company made sales to related companies in the amounts of $1,008,334,
         $733,400, and $572,281, respectively. In addition, the Company has
         advanced funds to related companies for operating expenses. Amounts due
         from affiliates totaled $674,191 and $375,112 at March 31, 2003 and
         2002, respectively. Amounts due to affiliates totaled $421,757 and
         $37,345 at March 31, 2003 and 2002, respectively.

                  Notes Payable to a shareholder totaling $101,000 is unsecured,
         payable on demand, bearing interest at 10%, with interest payable
         quarterly. Interest paid to shareholder totaled $8,100, $11,350, and
         $11,350 for the years ended March 31, 2003, 2002 and 2001,
         respectively.

                  Notes Payable to a related party totaling $100,000 as of March
         31, 2003 is unsecured, payable on demand, bearing interest at 10%, with
         interest payable monthly. Interest paid to related parties totaled
         $1,666 for the year ending March 31, 2003.

                  During the years ending March 31, 2003, 2002 and 2001, the
         Company paid storage fees to affiliates totaling $12,000, $17,129, and
         $97,570, respectively. The Company also had purchases from related
         companies totaling $577,929, $1,145,463, and $1,781,725 for the years
         ending March 31, 2003, 2002 and 2001, respectively.

                                      F-18
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE I OFF-BALANCE SHEET RISK

                  During the year ended March 31, 2003, the Company maintained
         cash balances in a financial institution in excess of federally insured
         limits.


NOTE J STOCK OPTIONS AND WARRANTS OUTSTANDING

         STOCK OPTIONS

                  During the year ended March 31, 2001, the Company adopted the
         2000 Equity Incentive Plan under which 3,000,000 shares of common stock
         have been reserved for issuance as incentive stock options or
         non-qualified stock options to employees of the Company, exercisable
         one year after the grant date. The exercise price of any stock option
         granted under the Plan to an eligible employee will be equal to the
         fair market value of the shares on the date of grant for incentive
         stock options and not less that 80% of the fair market value of the
         shares on the date of grant for non-qualified stock options.

                  A summary of the status of the Company's stock options as of
         March 31, 2003 and 2002 and changes during the years ending on those
         dates is presented below:
<TABLE>
<CAPTION>
                                                                                   Weighted           Weighted
                                                                                    Average            Average
                                                                                   Exercise          Grant Date
                                                                  Shares             Price           Fair Value
                                                                 ---------        -----------        -----------
                  <S>                                            <C>              <C>                <C>
                  Outstanding, March 31, 2001                    1,295,000        $      1.01        $      1.01
                    Granted                                          -                     -                   -
                    Exercised                                           -                  -                   -
                    Expired/Canceled                                    -                  -                   -
                                                                 ---------        -----------        -----------

                  Outstanding, March 31, 2002                    1,295,000               1.01               1.01
                    Granted                                             -                  -                   -
                    Exercised                                           -                  -                   -
                    Expired/Canceled                               275,000               1.01               1.01
                                                                 ---------        -----------        -----------

                  Outstanding, March 31, 2003                    1,020,000        $      1.01        $      1.01
                                                                 =========        ===========        ===========
</TABLE>

                  At March 31, 2003 and 2002, 1,020,000 and 1,295,000 shares,
         respectively, were exercisable. These options expire ten years after
         the grant date.

                  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-19
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE J STOCK OPTIONS AND WARRANTS OUTSTANDING (Continued)

         STOCK OPTIONS (Continued)

                  FASB Statement 123, "Accounting for Stock-Based Compensation"
         (ASFAS 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,
         2003, 2002 and 2001.

         WARRANTS

                  In connection with certain investor transactions and certain
         acquisitions described in Note A, GST has granted warrants for the
         purchase of the Company's common stock. These warrants expire on
         various dates through July 2009.

                  A summary of the status of the Company's stock warrants as of
         March 31, 2003 and 2002 and changes during the years ending on those
         dates is presented below:
<TABLE>
<CAPTION>
                                                                                   Weighted            Weighted
                                                                                    Average             Average
                                                                                   Exercise          Grant Date
                                                                 Warrants            Price            Fair Value
                                                                 --------          ---------         -----------
                  <S>                                            <C>              <C>                <C>
                  Outstanding, March 31, 2001                    5,525,000        $      1.20        $        1.11
                    Granted                                          -                     -                     -
                    Exercised                                           -                  -                     -
                    Expired/Canceled                                    -                  -                     -
                                                                 ---------        -----------        -------------

                  Outstanding, March 31, 2002                    5,525,000        $      1.20        $        1.11
                    Granted                                             -                  -                     -
                    Exercised                                           -                  -                     -
                    Expired/Canceled                                    -                  -                     -
                                                                 ---------        -----------        -------------

                  Outstanding, March 31, 2003                    5,525,000        $      1.20        $        1.11
                                                                 =========        ===========        =============
</TABLE>

                  At March 31, 2003 and 2002, 5,525,000 shares were exercisable.

                  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.
         Under the accounting provisions of SFAS 123, the Company's net income
         (loss) would have been unchanged for the years ended March 31, 2003,
         2002 and 2001. However, additional goodwill of $136,000 was recorded
         for warrants granted on the asset purchase of Natural Bait Brokers,
         Inc. during the year ended March 31, 2001 as a result of the 1,500,000
         warrants granted pursuant to SFAS 123 (Note A).

                                      F-20
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE K 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
         are not included in the fully diluted earnings per share for the years
         ended March 31, 2003 and 2001, as they are antidilutive.
<TABLE>
<CAPTION>
                                                                          For the Years Ended March 31,
                                                               ----------------------------------------------------
                                                                   2003                2002               2001
                                                               -------------      --------------     --------------
                  <S>                                          <C>                <C>                <C>
                  Loss from Continuing Operations
                    Before Extraordinary Item                  $  (1,962,151)     $     (554,153)    $     (395,656)
                  Discontinued Operations (Net of Tax)                     -                   -            (89,475)
                  Extraordinary Item (Net of Tax)                          -             927,041                  -
                                                               -------------      --------------     --------------

                  Income (Loss) Available to Common
                    Stockholders Used in Basic EPS
                    And After Assumed Conversions
                    Of Dilutive Secruities- Numerator          $  (1,962,151)     $      372,888     $     (485,131)
                                                               -------------      --------------     --------------

                  Weighted Average Number of Common
                    Shares Used in Basic EPS                      16,368,418          15,843,403         13,281,970
                  Effect of Dilutive Securities:
                    Stock Options                                          -             256,862                  -
                    Warrants                                               -             829,857                  -
                                                               -------------      --------------     --------------
                  Weighted Average Number of
                    Common Shares and Dilutive
                    Potential Common Stock Used
                    in Diluted EPS - Denominator                  16,368,418          16,930,122         13,281,970
                                                               =============      ==============     ==============
</TABLE>

NOTE L JOINT PARTICIPATION AGREEMENTS

                  On March 20, 2000, the Company entered into a joint
         participation agreement for the allocation and distribution of profit
         to be derived from participation in an aquaculture farming operation in
         the State of Mississippi. As part of the agreement, the other
         participant paid a $100,000 participation fee to the Company that was
         recorded as additional capital contributed for the year ended March 31,
         2000. In addition, the participant loaned the Company $80,000 to be
         used for working capital in the operation of the farm. 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.

                                      F-21
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE L JOINT PARTICIPATION AGREEMENTS (Continued)

                  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, 2003.

                  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. No
         profit had been earned as of March 31, 2003.

                  On February 5, 2002 the Company entered into a Joint Profit
         Participation Agreement with AquaPro Corporation for the production of
         freshwater shrimp in up to 300 acres of ponds that are owned and
         managed by AquaPro. The Company provided the technology and the
         delivery of post-larvae as seed stock, and was to share in the net
         profits. No profits were earned and the joint participation has been
         terminated during 2003.


NOTE M 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 policies applied to determine the segment information are
         the same as those described in the summary of significant accounting
         policies (Note A). 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-22
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE M SEGMENT REPORTING (Continued)

                  Financial information as of and for the year ended March 31,
         2003, 2002 and 2001 with respect to the reportable segments is as
         follows:
<TABLE>
<CAPTION>
                                                                   Fishing         Freshwater
                                                 Seafood            Bait             Shrimp             Total
                                             ----------------  ----------------  ----------------  ----------------
         <S>                                  <C>                <C>               <C>               <C>
         External Revenues
                2003                          $ 6,415,967        $ 2,647,032       $    149,639      $ 9,212,638
                2002                           10,695,521          2,881,549            164,709       13,741,779
                2001                           14,787,501          2,215,887             72,593       17,075,981
         Cost of Goods Sold
                2003                            6,206,260          1,029,407            154,171        7,389,838
                2002                            8,849,658          1,507,677            346,150       10,703,485
                2001                           12,972,760          1,560,747            185,838       14,719,345
         Other Income (Expenses)
                2003                           (2,384,544)        (1,305,631)           (94,776)      (3,784,951)
                2002                           (2,035,571)        (1,690,158)          (146,644)      (3,872,373)
                2001                           (1,650,516)        (1,323,923)          (135,113)      (3,109,552)
         Segment Profit (Loss) from
             Continuing Operations
             Before Income Taxes
                2003                           (1,955,871)            93,028            (99,308)      (1,962,151)
                2002                             (189,708)          (316,286)          (328,085)        (834,079)
                2001                              164,225           (668,783)          (248,358)        (752,916)
         Extraordinary Item (Net of Tax)
                2003                                    -                  -                  -                -
                2002                              927,041                  -                  -          927,041
                2001                                    -                  -                  -                -
         Net Earnings (Loss)
                2003                           (1,955,871)            93,028            (99,308)      (1,962,151)
                2002                            1,017,259           (316,286)          (328,085)         372,888
                2001                              432,009           (668,782)          (248,358)        (485,131)
         Total Assets
                2003                            5,002,388          1,688,565            794,117        7,485,070
                2002                            5,637,415          1,746,504            795,571        8,179,490
                2001                            4,923,668          1,789,108            710,772        7,423,548
         Total Liabilities
                2003                            3,910,846            510,181            169,215        4,590,242
                2002                            2,215,195            950,014            189,191        3,354,400
                2001                            2,303,814            575,227            174,194        3,053,235

</TABLE>

                  Other Income (Expenses) in the Fishing Bait segment for the
         year ended March 31, 2003 included a $171,388 impairment loss and in
         the seafood segment, a $290,962 loss on the sale of assets (Note B).

                                      F-23
<PAGE>

               GLOBAL SEAFOOD TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE N 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 year ended March 31, 2001, including the tax effect
         attributable to the discontinued operations.

                  NET SALES                                      $         -

                  EXPENSES:
                     Cost of Sales                                         -
                     Depreciation Expense                               9,742
                     Selling, General and Administrative              134,573
                                                                 ------------

                           Total Expenses                             144,315
                                                                 ------------

                  LOSS BEFORE INCOME TAXES                           (144,315)
                  INCOME TAX (BENEFIT)                                (54,840)
                                                                 ------------

                  LOSS FROM DISCONTINUED
                     OPERATIONS NET OF TAX EFECT                 $    (89,475)
                                                                 ============


NOTE O COMMON STOCK PURCHASE AGREEMENT

                  On February 19, 2002, the Company entered into a common stock
         purchase agreement with Fusion Capital Fund II, LLC pursuant to which
         Fusion Capital agreed to purchase on each trading day during the term
         of the agreement $12,500 of the Company's common stock or an aggregate
         of $10 million. The $10 million of common stock is to be purchased over
         a forty-month period, subject to a six month extension or earlier
         termination at the Company's discretion. The purchase price of the
         shares of common stock will be equal to a price based upon the future
         market price of the common stock without any fixed discount to the
         market price. The Company has the right to set a minimum purchase price
         at any time.

                  Details of this agreement are included in the registration
         statement that the Company has filed with the Securities and Exchange
         Commission on Form SB-2 which was declared effective on February 6,
         2003 for the sale of up to 8,884,304 shares of its common stock to
         Fusion Capital. The 16,368,418 shares of common stock outstanding as of
         March 31, 2003 and 2002, includes 442,152 shares that were issued to
         Fusion Capital as a commitment fee for its purchase obligations, and
         the other 8,442,152 shares remain to be offered to Fusion Capital
         pursuant to the common stock purchase agreement. The Company estimates
         that the maximum number of shares it will sell to Fusion Capital under
         the common stock purchase agreement will be 8,000,000 shares, exclusive
         of up to 442,152 shares that may be issued to Fusion Capital as a
         future commitment fee.

                                      F-24