# U.S.
SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

# FORM 10-QSB

| | [ X ] | QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----- | ---------------------------------------------------------------------------------------

For
the quarterly period ended September 30, 2002

| | [     ] | TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ------- | ----------------------------------------------------------------------------------------

For the transition period from

Commission File No. 000-25673

SILVER STAR FOODS, INC.(Exact name of small business issuer as specified in its charter)

|New York                        | 11-3265942         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

1251 East Linden Avenue
Linden, New Jersey     07036
(Address of Principal Executive Offices)

(908) 587-2900
(Issuer's telephone number)

7520 Avenue V
Brooklyn, New York 11234
(Former name, address and fiscal year, if changed since last report)

Indicate by check mark
whether the Registrant (1) has filed all reports required to be filed by Section
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

Indicate the number of Shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.

|Class                           | Outstanding at November 14, 2002
|------------------------------- | --------------------------------
|                                |                                 
|Common stock, $0.0001 par value | 17,219,084                      

Page 1

---

SILVER STAR FOODS, INC.
CONDENSED FINANCIAL STATEMENTSINDEX

|                                                                                             | Page      
|-------------------------------------------------------------------------------------------- | ----------
|Part
      I-- FINANCIAL INFORMATION                                                         |           
|Item
      1. Condensed Consolidated Financial Statements                                    |           
|Balance
      Sheet as of September 30, 2002                                                 | F-1       
|Statement
      of operations for the six and three months ended September 30, 2002 and 2001 | F-2       
|Statement
      of Cash Flows for the six months ended September 30, 2002 and 2001           | F-3       
|Notes
      to Financial Statements                                                          | F-4 to F-7
|Item
      2. Management's Discussion and Analysis of Financial Condition                    | 8         
|Part
      II-- OTHER INFORMATION                                                            |           
|Item
      1. Legal Proceedings                                                              |           
|Item
      2. Changes in Securities                                                          |           
|Item
      3. Defaults Upon Senior Securities                                                |           
|Item
      4. Submission of Matters to a Vote of Security Holders                            |           
|Item
      5. Other Information                                                              |           
|Item
      6. Exhibits and Reports on Form 8-K                                               |           
|Signature                                                                                    |           
|                                                                                            

Page 2

---

# PART I
FINANCIAL INFORMATION

## ITEM 1.
Financial Statements.

The
following condensed consolidated financial statements have been prepared by
Silver Star Foods, Inc. (the Company) pursuant to the rules and
regulations of the Securities and Exchange Commission promulgated under the
Securities Exchange Act of 1934 as amended. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of the Companys
management, the condensed consolidated financial statements include all
adjustments (consisting only of adjustments of a normal, recurring nature)
necessary to present fairly the financial information set forth therein.
Operating results for the six month period ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 2003.

These
condensed consolidated financial statements should be read in conjunction with
the financial statements and accompanying notes included in Form 10-KSB for the
year ended March 31, 2002.

Page 3

---

## SILVER STAR FOODS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEET- SEPTEMBER 30, 2002
(Unaudited)

## ASSETS

|Current Assets:                                                                                              |   |            
|------------------------------------------------------------------------------------------------------------ | - | -----------
|Cash and equivalents                                                                                         | $ | 348,174    
|Accounts
receivable, net of allowance of $10,436                                                             |   | 52,615     
|Inventory                                                                                                    |   | 654,709    
|Prepaid expenses                                                                                             |   | 1,418      
|Other assets                                                                                                 |   | 41,309     
|Total current assets                                                                                         |   | 1,098,225  
|Property and equipment, net                                                                                  |   | 132,499    
|Other assets:                                                                                                |   |            
|Intangible
assets, net of accumulated
  amortization of $106,043                                             |   | 141,457    
|Investment                                                                                                   |   | 5,500      
|Security deposits                                                                                            |   | 59,625     
|Stockholder loan                                                                                             |   | 220,514    
|Total other assets                                                                                           |   | 427,096    
|                                                                                                             | $ | 1,657,820  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                         |   |            
|                                                                                                             |   |            
|Current liabilities:                                                                                         |   |            
|Current portion
of long-term debt                                                                            | $ | 20,264     
|Bridge loan payable                                                                                          |   | 50,000     
|Note payable - tradename                                                                                     |   | 13,092     
|Accounts payable                                                                                             |   | 91,795     
|Payroll taxes payable                                                                                        |   | 76,417     
|Accrued expenses                                                                                             |   | 11,440     
|Publication costs payable                                                                                    |   | 325,000    
|Total current liabilities                                                                                    |   | 588,008    
|Long-term debt net of current portion                                                                        |   | 35,581     
|Other long-term debt                                                                                         |   | 391,568    
|                                                                                                             |   | 427,149    
|Common stock
subject to rescission rights                                                                    |   | 34,150     
|Stockholders' equity:                                                                                        |   |            
|Preferred stock - $.001 par value
authorized 1,000,000
  shares, no shares issued and outstanding            |   |            
|Common stock - $.0001
par value, authorized - 50,000,000
  shares, 17,219,084 sharers issued and outstanding |   | 1,722      
|Common
stock subscribed, unissued                                                                            |   | 6,700      
|Less: subscriptions
receivable                                                                               |   | (879,560)  
|Additional paid in capital                                                                                   |   | 4,151,925  
|Deficit                                                                                                      |   | (2,672,274)
|Total stockholders' equity                                                                                   |   | 608,513    
|                                                                                                             | $ | 1,657,820  

See notes
to condensed consolidated financial statements.

F-1

---

## SILVER STAR FOODS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

|                                                | Six Months ended
September 30, | Three Months ended
September 30,
|----------------------------------------------- | ------------------------------ | --------------------------------
|                                                | 2002                           | 2001                            
|Net sales                                       | $                              | 93,192                          
|Cost of sales                                   |                                | 68,211                          
|Gross profit                                    |                                | 24,981                          
|Selling, general and
  administrative expenses  |                                | 312,042                         
|Loss from operations                            |                                | ( 287,061)                      
|Interest expense, net                           |                                | 1,287                           
|Net loss                                        | ($                             | 288,348)                        
|Earnings per share information:                 |                                |                                 
|Loss per share,
   basic and diluted            | ($                             | 0.02)                           
|Weighted
average number  of shares outstanding: |                                |                                 
|Basic and fully
diluted                         |                                | 16,891,565                      

See notes
to condensed consolidated financial statements.

F-2

---

## SILVER STAR FOODS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

|                                                                        | 2002       | 2001      
|----------------------------------------------------------------------- | ---------- | ----------
|                                                                        |            |           
|Operating Activities:                                                   |            |           
|Net loss                                                                | ($288,348) | ($142,715)
|Adjustments
to reconcile net loss to cash
used in operating activities: |            |           
|Depreciation and amortization                                           | 15,626     | 6,833     
|Common stock issued for services                                        | 25,500     |           
|Bad debt                                                                | 9,648      |           
|Changes in other operating assets and liabilities:                      |            |           
|Accounts receivable                                                     | ( 58,373)  |           
|Inventory                                                               | (654,709)  |           
|Prepaid expenses                                                        | 359,807    |           
|Other current assets                                                    | ( 1,309)   | ( 4,500)  
|Security deposits                                                       | ( 59,370)  |           
|Accounts payable                                                        | ( 82,633)  | (87,560)  
|Payroll taxes payable                                                   | ( 1,897)   |           
|Accrued expenses and publication costs payable                          | 326,647    | 1,224     
|Net cash used in operating activities                                   | (409,411)  | (226,718) 
|Investing activities:                                                   |            |           
|Purchase
of property and equipment                                      | (136,055)  |           
|Investment                                                              |            | ( 5,500)  
|Stockholder loan                                                        | ( 64,234)  | ( 10,709) 
|Net cash used in investing activities                                   | (200,289)  | ( 16,209) 
|Financing activities:                                                   |            |           
|Proceeds
from common stock subscriptions                                | 6,700      | 24,500    
|Proceeds
from stock subscriptions receivable                            | 397,673    | 306,430   
|Equipment financing                                                     | 63,824     |           
|Payment of long term debt                                               | ( 7,979)   |           
|Payment of loans                                                        | ( 5,000)   |           
|Net cash provided by financing activities                               | 455,218    | 330,930   
|Net increase (decrease)
in cash and cash equivalents                    | (154,482)  | 88,003    
|Cash and cash equivalents,
beginning of period                          | 502,656    | 13,207    
|Cash and cash equivalents,
end of period                                | $348,174   | $101,210  
|Supplemental disclosures:                                               |            |           
|Cash
paid for interest                                                  | $2,596     |           
|Non-cash
investing and financing activities:                            |            |           
|Stock issued for services                                               | $25,500    |           

See notes
to condensed consolidated financial statements.

F-3

---

## SILVER STAR FOODS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

The
following condensed consolidated financial statements have been
prepared by Silver Star Foods, Inc. (the "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission promulgated under the
Securities Exchange Act of 1934 as amended.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.  In the opinion of the Company's
management, the condensed consolidated financial statements include all
adjustments (consisting only of adjustments of a normal, recurring nature)
necessary to present fairly the financial information set forth therein.
Operating results for the six month period ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 2003.

These condensed consolidated financial statements should be read in
conjunction with the financial statements and accompanying notes included in
Form 10-KSB for the year ended March 31, 2002.

|1. | Continuing operations:
|-- | ----------------------

| | During
the current quarter the Company has shown current working capital of $510,217
and an increase in liquidity and equity during the current period.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Description of business:
|-- | ------------------------

| | In
September 2002, the Company formed and incorporated Aversa Ravioli and Macaroni
Company, Inc., (Aversa), a 100% wholly owned subsidiary of Silver Star Foods,
Inc. Aversa was inactive as a business through September 30, 2002.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Accounts receivable:
|-- | --------------------

| | Accounts
receivable consist of trade receivables arising in the ordinary course of
business and are presented net of estimated discounts and allowances of $10,436.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Prepaid expenses:
|-- | -----------------

| | Prepaid expenses at September 30, 2002 consisted of the following:
| | ------------------------------------------------------------------

| | Legal           | $ | 1,000
| | --------------- | - | -----
| | Corporate taxes |   | 418  
| |                 | $ | 1,418

F-4

---

## SILVER STAR FOODS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

|5. | Inventory:
|-- | ----------

| | Inventories at September 30, 2002 consist of:
| | ---------------------------------------------

| | Frozen foods      | $ | 60,669 
| | ----------------- | - | -------
| | Packaging         |   | 16,077 
| | Media publication |   | 577,963
| |                   | $ | 654,709

|6. | Property and equipment:
|-- | -----------------------

| | At September 30, 2002, property and equipment consisted of the following:
| | -------------------------------------------------------------------------

| | Office Equipment               | $ | 10,510 
| | ------------------------------ | - | -------
| | Furniture and fixtures         |   | 4,761  
| | Machinery and equipment        |   | 80,313 
| | Leasehold improvements         |   | 42,321 
| |                                |   | 137,905
| | Less: accumulated depreciation |   | 5,406  
| |                                | $ | 132,499

| | Depreciation
expense for the six months ended September 30, 2002 amounted to $5,251.
| | ------------------------------------------------------------------------------------

|7. | Intangible assets:
|-- | ------------------

| | Intangible assets at September 30, 2002 consisted of the following:
| | -------------------------------------------------------------------

| | Tradename                     | $ | 205,000
| | ----------------------------- | - | -------
| | Website                       |   | 42,500 
| |                               |   | 247,500
| | Less accumulated amortization |   | 106,043
| |                               |   | 141,457

|8. | Deposits:
|-- | ---------

| | The
Company made a refundable deposit in the amount of $30,000 to an equipment
manufacturing company in July, 2002, to produce equipment for its food
production line.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | Publication costs payable:
|-- | --------------------------

| | Publication
costs payable consists of the costs associated with the printing and
distribution of the media publication as well as the costs for editorial,
historical background and content of the published work. Payment terms are made
by an agreement between all parties involved. Proceeds from the sale of the
publication are to be paid first for outstanding publication costs.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-5

---

## SILVER STAR FOODS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

|10. | Long-term debt:
|--- | ---------------

| | The
Company financed the purchase of freezers at its warehouse facility through an
agreement with the previous tenant. Payments are $2,000 per month for a
thirty-six month period with interest imputed at 8%. Future minimum payments for
the term of the loan are as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | September 30, 2003 | $ | 20,264
| | ------------------ | - | ------
| | September 30, 2004 |   | 21,947
| | September 30, 2005 | $ | 13,634
| |                    | $ | 55,845

|11. | Other long-term debt:
|--- | ---------------------

| | Other
long-term debt consists of accounts payable invoices which are over one year old
and are not expected to be paid within the next twelve months.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

|12. | Common stock:
|--- | -------------

| | Pursuant
to a consulting agreement the Company issued 500,000 shares of common stock in
exchange for consulting services during the quarter ended September 30, 2002.
The Company has elected to use the fair value method under FAS-123 to record the
expense amount in connection with the services rendered.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13. | Common stock subscribed, unissued:
|--- | ----------------------------------

| | The
Company received funds for common stock in the amount of $6,700 representing
6,700 shares. The shares have not been issued as of September 30, 2002. Previous
common stock subscriptions in the amount of 4,000 shares were issued during the
quarter.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14. | Related party transactions:
|--- | ---------------------------

| | The
Company has received and advanced funds from a principal shareholder. There is
no designation as to when these funds will be repaid.
| | ----------------------------------------------------------------------------------------------------------------------------------------

|15. | Operating leases:
|--- | -----------------

| | The
Company rents office and warehouse facilities on a lease beginning May 1, 2002
and extending through an initial term to June 1, 2004 at a monthly rental rate
of $9,875. Rent expense for the quarter was $19,750. Future minimum rental
expense through the life of the lease is as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | September 30, 2003 | $ | 118,500
| | ------------------ | - | -------
| | May 31, 2004       |   | 79,000 
| |                    | $ | 197,500

F-6

---

## SILVER STAR FOODS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)

|16. | Contracts and agreements:
|--- | -------------------------

| | During
the quarter, the Company entered into an initial one-year agreement with a
manufacturer to provide the Companys food products.
| | --------------------------------------------------------------------------------------------------------------------------------------

|17. | Principal products and segmentation of sales:
|--- | ---------------------------------------------

| | The
Companys principal products are frozen foods and media publishing and
distribution. The frozen foods consist of several varieties of frozen pasta. The
publication is a collectors edition on Muhammad Ali and other boxing
notables.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Financial
information relating to the principal industry segments and classes of products
are:
| | ----------------------------------------------------------------------------------------------

| |                           |   | 2002       | 2001      
| | ------------------------- | - | ---------- | ----------
| |                           |   |            |           
| | Sales to customers:       |   |            |           
| | Industry A - frozen foods | $ | 44,536     |           
| | Industry B - publication  |   | 48,656     |           
| |                           | $ | 93,192     |           
| | Operating loss:           |   |            |           
| | Industry A -
frozen foods |   | (195,248)  | ($142,715)
| | Industry B - publication  |   | (93,100)   |           
| |                           |   | ($288,348) | ($142,715)
| | Identifiable assets:      |   |            |           
| | Industry A - frozen foods | $ | 1,017,720  |           
| | Industry B - publication  |   | 640,100    |           
| |                           | $ | 1,657,820  |           

| | Two
customers each accounted for more than 10% of total sales for the six months
ended September 30, 2002.
| | ----------------------------------------------------------------------------------------------------------

F-7

---

## MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

## GENERAL

Silver Star Foods, Inc. ("the Company") is a distributor and wholesaler of stuffed and
other frozen pasta products, which it markets under the "Silver Star" trade name. We
have no manufacturing facilities of our own but instead have products manufactured by
separate, independent manufacturers, to our special recipes. We then sell them through a
network of food brokers to retail establishments. We commenced operations in
May 1995. A substantial portion of our sales to supermarkets is made during
promotions or "specials" (i.e. Buy-one-get-one @1/2price, etc.) during which the
Company advertises in the chain's store circular. Our food brokers typically
book these specials six to eight weeks in advance of the scheduled sale. We
can typically expect to generate greater volume from the supermarkets in periods in
which we are participating in the store circulars.

OUr new food broker has assisted in placing Silver Star products back on the
shelves of Key Food Stores. Additional retail outlets are currently being negotiated.

On May 1, 2002 we leased warehouse/manufacturing space at 1251 East
Linden Avenue, Linden, NJ  07036 for the installation of our own
manufacturing facility. Since then we have placed a deposit on the flash
freezer for the manufacturing plant in addition to having added forklifts to the list of
machinery owned.  We have decided on a "Flash Freeze" process, which we
believe will deliver a fresher and superior product to the marketplace.

During our second quarter, ending September 30, 2002,
we decided to increase the amount of promotional activity during the first phase of
construction of our manufacturing plant. This phase will permit the installation of the
newly ordered "Flash Freezing" freezer. This will enable the consumer to receive a
superior product that is unlike the competition.  This "Flash Freeze" method will freeze
the product within approximately 45 minutes from the time it is produced. The amount of
time and effort that is required in connection with our ongoing efforts to
complete the construction phases will be directly affected by contractors and equipment
suppliers meeting their respective deadlines as was outlined in agreements and contracts
that were placed at the time of order.

We have revised our expectations to be
in production in the fiscal third to the
fourth quarter of 2002. Management firmly believes that manufacturing its own products
will enable us to increase our profit margins and participate more fully in
"price competitive" marketing which is common in the retail market. We also
plan to pursue other distribution channels for its product as a result of our own
manufacturing capabilities.

Although we have recurring net
operating losses of $288,348 and $142,715 for
the six months ending September 30, 2002 and 2001, respectively, we have
returned to a positive working capital and stock holders' equity, and has sufficient cash
flow to sustain the business for at least one year. Management has started venturing into
other businesses that will assist us in our ability to generate revenues. Through our
wholly owned subsidiary Silver Star Media Group, Inc., recently
entered the publishing business with our first venture co-publishing the "Muhammad Ali -
The Greatest " Collectors Magazine. The magazine, which is 128 pages, is the only
authorized magazine of its kind.

## RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDING SEPTEMBER
30, 2002 AS COMPARED TO SEPTEMBER 30, 2001.

We had net sales of $93,192 for the six months ending September 30, 2002 as
compared to $0.00 for the six months ending September 30, 2001, an increase of $93,192
(100%). This increase is attributable to our operations of distribution and it
subsidiary, Silver Star Media Group, Inc. to supply products, on a limited basis, to select
distributors.  The amount of time and effort required in connection with our
ongoing efforts will affect the net sales, but we believe in order to compete in
the market, the development of the new facility will give it the edge that we will need in
addition to the creation of subsidiary companies which will further the abilities of our net
sales.

Costs of sales increased during
the six months ending September 30, 2002 to $68,211
from $0.00 for the six months ending September 30, 2001, an increase of $68,211
(100%). The increase corresponds to our increase in sales for the comparative
periods. As a percentage of net sales, costs of sales were approximately 73% and 0% for
the six months ending September 30, 2002.

Operating expenses
increased to $312,042 for the six months ending September 30, 2002
as compared to $142,715 on September 30, 2001, which is an increase of $169,327.
This can be attributed to our ability to enter the market place in a more
aggressive fashion. The increases in operating expenses are mainly a result of the
Company's consulting fees paid to respective vendors in connection with our
subsidiary's publication.

Amortization expense for the
comparative periods was $6,959 and $3,417 in each for the
six months ending September 30, 2002 and 2001 respectively, in relation to the trade
name and website development.

We had a net loss for six months ending September 30, 2002 of $288,348, as
compared to a net loss of $142,715 for the six months ending September 30, 2002, an
increase of $145,633.

## THREE MONTHS ENDING SEPTEMBER 30, 2002 AS COMPARED TO THREE
MONTHS ENDING JUNE 30, 2002

We had net sales of
$18,542 for the three months ending September 30, 2002
as compared to $74,650, for the three months ending June 30, 2002, a decrease of
$56,108. The decrease is attributable to our broker network that we are currently
establishing. Additionally, we are now in the process of participating in many
store promotions in order to assist in the products return to the market place.  Costs of
sales were $15,507 or 84% to for the six months ending September 30, 2002 as compared
to $52,704, or 71% for three months ending June 30, 2002. As a percentage of net sales,
cost of sales increased for three months ending September 30, 2002 from 71% to 84% for
the three months ending June 30, 2002. These increases are attributed to our
product mix sold during the quarter.

Operating expenses were $123,437 for three months ending September 30, 2002 as
compared to $206,523 for three months ending June 30, 2002, a decrease of $83,086.
Some of the costs associated with the expenses in the first three months ending June 30,
2002, as compared to last year at this time, were derived directly from Silver Star Media
Group, Inc which incurred $43,000 in advertising and promotional expenses, and an
additional $80,500 in consulting fees for negotiating the terms and conditions of the
publication.

With respect to expenses
incurred by us, comparatively from the previous
year were from slotting fees, which are normal and customary in this industry and play a
significant role in our re-entry back into the supermarket chains. Comparatively to last
year we paid $24,000 in fees as of September 30, 2002 as compared $0 in 2001.
Additionally, as a result of our move to the new expanded facility we
experienced a significant increase in our rent expense base. Comparatively for the six
months ending September 30, 2002 we incurred a rental expense of $48,279, as
compared to a rental expense of $6,000 for the six months ending September 30, 2001,
which is an increase of  $42,279.

---

## PART II - OTHER INFORMATION

|Item 1. | Legal Proceedings.                                      | Except as stated below, we are not currently subject to any material legal
proceedings.
In January 2001, Mount Rose obtained a judgment against us in the amount of
$283,461.79. We negotiated a settlement with Mount Rose to pay such amount out
of the proceeds of our registered offering. Specifically, we agreed to pay Mount
Rose 50% of the net amount received by us for the sale of the 5,000,000 shares
in our registered offering until Mount Rose is paid in full. As of June 30,
2002, we have paid Mount Rose in full.
White Rose Foods, et. al. v Silver Star Foods, Inc., Index No. 23156/2000,
Supreme Court of New York, County of Kings. In October 2000, the plaintiff
obtained a default judgment against us in the amount of $92,368.77. We retained
the law firm of Bauman, Katz & Grill, LLP to vacate the default judgment. The
default judgment was vacated on November 9, 2001. Subsequent to such time, we settled
this matter for the sum of $65,000, of which $42,000 has been paid to date.
|------- | ------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Item 2. | Changes in Securities.                                  | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Item 3. | Defaults Upon Senior Securities.                        | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Item 4. | Submission of Matters
to a Vote of Security Holders.    | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Item 5. | Other Information.                                      | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Item 6. | Exhibits and Reports of Form 8-K.                       | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | (a)   
Exhibits required by Item 601 of Regulation S-B. | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | (b)   
Reports of Form 8-K.                             | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

## 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 in its
behalf by the undersigned, thereunto duly authorized, on November 14, 2002.

|                         | SILVER STAR FOODS, INC.                                                                 
|------------------------ | ----------------------------------------------------------------------------------------
|                         |                                                                                         
|Date:  November 14, 2002 | By:  /s/   Michael Trotta
Michael TrottaChief Executive Officer,
President and Secretary
|                         |                                                                                         

# CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Michael Trotta certify that:

|1. | I have reviewed this quarterly report on Form 10-QSB of Silver Star Foods, Inc.
|-- | -------------------------------------------------------------------------------

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

|3. | Based on my knowledge, the financial statements, and other financial information
included in the quarterly 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 quarterly report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | I am 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, if any,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|5. | I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weakness 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. | I have indicated in the
quarterly 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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:     November 14, 2002

|/s/    Michael Trotta
Michael Trotta
Chief Executive Officer
|------------------------------------------------------------

# CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Michael Young, certify that:

|1. | I have reviewed this quarterly report on Form 10-QSB of Silver Star Foods, Inc.
|-- | -------------------------------------------------------------------------------

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

|3. | Based on my knowledge, the financial statements, and other financial information
included in the quarterly 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 quarterly report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | I am 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 quarterly report is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|5. | I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weakness 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. | I have indicated in the
quarterly 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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:     November 14, 2002

|/s/    Michael Young
Michael Young
Chief Financial Officer
|----------------------------------------------------------