<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          REPORT ON FORM 10-KSB/A-No. 1

            [X] Annual Report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

For the fiscal year ended June 30, 1998

Commission File No. 0-22133

                           SUPERIOR SUPPLEMENTS, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                        11-3320172
           --------                                        ----------
(State of or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

270 Oser Avenue, Hauppauge, New York                         11788
------------------------------------                         -----
(Address of Principal Executive Offices)                   (Zip Code)

Registrant's telephone number, including area code: (516) 231-0783

Securities registered pursuant to Section 12(b) of the Act: None.
                                                            ----

Securities registered pursuant to Section 12 (g) of the Act:

                    Common Stock, par value $.0001 per share
                    ----------------------------------------
                                (Title of Class)

 Units consisting of two (2) shares of common stock, par value $.0001 per share
         and two (2) Class A Redeemable Common Stock Purchase Warrants
         -------------------------------------------------------------
                                (Title of Class)

                Class A Redeemable Common Stock Purchase Warrant
                ------------------------------------------------
                                (Title of Class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 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 ___
                                             ---

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         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of the Regulation S-B is not 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]

         Issuer's revenues for its most recent fiscal year were $10,255,843.

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant, computed by reference to the closing price of such stock as
of September 22, 1998, was approximately $3,120,000.

         Number of shares outstanding of the issuer's common stock, as of
September 22, 1998 was 4,000,000.

                            See Page 25 for Exhibits


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Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT

         The following table sets forth information, as of September 22, 1998
with respect to the beneficial ownership of the outstanding shares of the
Company's Common Stock and Preferred Stock by (i) any holder of more than five
percent (5%) of the outstanding shares; (ii) the Company's officers and
directors; and (iii) the directors and officers of the Company as a group:

<TABLE>
<CAPTION>

Name and Address of  Beneficial   Shares of Common     Percentage (%) of         Shares of         Percentage (%)
Owner (1)                            Stock Owned          Common Stock       Preferred Stock     Total Combined Vote
---------                            -----------          ------------       ---------------     -------------------
<S>                               <C>                  <C>                   <C>                 <C>
PMF, Inc. (3)(4)                      3,362,650               54.7                5,000,000              75.0
Compare Generiks, Inc.(5)               500,000               12.5                    0                   5.6
Lawrence D. Simon(2)(6)(7)              100,000                2.4                5,000,000              56.0
Reginald Spinello(2)(7)                   0.0                  0.0                5,000,000              55.6
Raveendra Nandigam(2)(7)                  0.0                  0.0                5,000,000              55.6
All officers  and  directors as
a group (three (3) persons) (7)         100,000                2.4                5,000,000              56.0

</TABLE>


(1)      Beneficial ownership as reported in the table above has been determined
         in accordance with Instruction (b1) to Item 403 of Regulation S-B of
         the Securities Exchange Act.

(2)      The address of the stockholders noted above is c/o Superior
         Supplements, Inc., 270 Oser Avenue, Hauppauge, NY 11788.

(3)      Includes 2,150,000 shares of common stock issuable upon the exercise of
         2,150,000 Class A Warrants held by PMF, Inc. PMF, Inc., a corporation
         wholly owned by Barry Gersten, the founder of the Company, is record
         holder of such shares. Mr. Gersten may be deemed to hold sole
         investment and voting power over such shares.

(4)      The address of PMF, Inc. is c/o Ganer Grossbach Ganer, P.C. 1995
         Broadway, New York, NY 10023.

(5)      The address of Compare Generiks, Inc. is 60 Davids Drive, Hauppauge,
         New York 11788.

(6)      Includes 100,000 shares of common stock underlying option to purchase
         100,000 shares of Common Stock of the Company issued pursuant to Mr.
         Simon's employment agreement which became exercisable one year from the
         effective date of the Company's Initial Public Offering.

(7)      Includes 5,000,000 shares of Preferred Stock owned by PMF, Inc. PMF,
         Inc. granted a voting trust on May 1, 1996 for a period of five (5)
         years to Lawrence D. Simon, Reginald Spinello and Dr. Durchslag or any
         director succeeding any of such persons. Dr. Durchslag resigned on May
         2, 1998 and, therefore, no longer holds the voting trust. Mr. Nandigam
         was appointed as a director of the Company on June 1, 1998 and has held
         the voting trust since that date. Any disagreement is to be resolved by
         the vote of a majority of the trustees. Accordingly, each of them may
         be deemed to hold voting power over such shares. PMF, Inc. has retained
         all other rights of beneficial ownership in such shares.

                                       3
<PAGE>

                                   SIGNATURES

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

Dated: New York, New York
       December 7, 1998


                                    SUPERIOR SUPPLEMENTS, INC.

                                    By: /s/ Lawrence D. Simon
                                        ---------------------------------------
                                        Lawrence D. Simon
                                        President, Chairman, Chief Financial
                                        Officer, Principal Accounting Officer
                                        and Director