SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                        Quarter Ended December 31, 2001

                        Commission File Number 333-42311

                             SILVER STAR FOODS, INC.
             (Exact name of Registrant as specified in its Charter)

      New York                                               11-3265942
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

                       7520 Avenue V, Brooklyn, NY              11234
              (Address of principal executive offices)        (Zip Code)

                                      Same
                          (Former Address) (Zip Code)

                                 (718) 763-3000
              (Registrant's telephone number, including area code)

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 December 31, 2001

Common stock, $0.0001 par value                            14,715,084

                                     Page 1

<PAGE>

                                      INDEX

Part I.    Financial information                                     Page 3

 Item 1.   Condensed Financial Statements:

           Balance sheet (restated) as of
           December 31, 2001                                           F-1

           Statement of operations for the nine and three
           months ended December 31, 2001 and 2000                     F-2

           Statement of cash flows for the nine months
           ended December 31, 2001 and 2000                            F-3

           Notes to condensed financial statements              F-4 to F-7


  Item 2.   Management's discussion and analysis of
             financial condition and results of operations        Page 4-7

Part II. Other information                                          Page 8

    Item    Exhibits and reports on Form 8-K

Signatures

Exhibits

                                     Page 2

<PAGE>

                          PART I FINANCIAL INFORMATION

ITEM 1.     Financial Statements.

     The following condensed financial statements have been prepared by Silver
Star Foods, Inc. 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 our management, the condensed financial
statements include all adjustments (consisting only of adjustments of a normal,
recurring nature) necessary to present fairly the financial information set
forth in this document. Operating results for the nine month period ended
December 31, 2001 are not necessarily indicative of the results that may be
expected for the year ending March 31, 2002.


         These condensed 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, 2001.

                                     Page 3

<PAGE>

                             SILVER STAR FOODS, INC.

                   CONDENSED BALANCE SHEET - DECEMBER 31, 2001
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                    <C>
Current assets:
  Cash and cash equivalents                                            $  485,660
  Other current assets                                                      9,693
                                                                       ----------

    Total current assets                                                  495,353
                                                                       ----------

Property and equipment, net                                                 1,788
                                                                       ----------

Other assets:
  Tradename, less accumulated
   amortization of $92,251                                                112,749
  Accounts receivable                                                       8,863
  Investment                                                                5,500
  Security deposits                                                           255
  Stockholder loan                                                         55,520
                                                                       ----------
                                                                          182,887

                                                                       $  680,028

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
  Bridge loan payable                                                  $   50,000
  Note payable - tradename                                                 17,092
  Loans payable - other                                                    23,500
  Accounts payable                                                        351,781
  Payroll taxes payable                                                    78,314
  Accrued expenses                                                        278,580
                                                                       ----------

    Total current liabilities                                             799,267
                                                                       ----------

Commitments and contingencies

Common stock subject to rescission rights                                  34,150
                                                                       ----------

Stockholders' equity (deficiency):
  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,
   issued and outstanding - 14,715,084 shares                               1,474
  Common stock subscribed, unissued                                        25,000
  Less: subscriptions receivable                                     ( 1,899,246)
  Additional paid in capital                                            4,001,623
  Deficit                                                            ( 2,282,240)
                                                                      ----------
                                                                     (   153,389)

                                                                       $  680,028
</TABLE>

                        See notes to condensed financial
                                  statements.
                                       F-1

<PAGE>

                             SILVER STAR FOODS, INC.

                        CONDENSED STATEMENT OF OPERATIONS

             NINE AND THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           Nine Months                       Three Months
                                                         Ended December 31,               Ended December 31,
                                                 2001                  2000            2001                  2000
                                                 ----                  ----            ----                  ----

<S>                                          <C>                 <C>               <C>                 <C>
Net sales                                    $         0         $  311,937        $         0         $  104,559

Cost of sales                                          0            236,491                                72,882
                                             -----------         ----------        -----------          ---------

Gross profit                                           0             75,446                                31,677

Selling, general and
 administrative expenses                         185,756            235,211             43,041             84,932
                                              ----------         ----------        -----------         ----------

Net loss                                     ($  185,756)       ($  159,765)      ($    43,041)       ($   53,255)
                                              ==========         ==========        ===========         ==========

Earnings per share information:
 Loss per basic and
 diluted common shares                       ($     0.01)       ($     0.02)      ($      0.00)       ($     0.01)
                                              ==========         ==========        ===========         ==========

Weighted average number of shares outstanding:

  Basic and fully diluted                     14,169,466          9,004,276          17,009,709         3,276,000
                                              ==========         ==========         ===========        ==========
</TABLE>

                        See notes to condensed financial
                                  statements.
                                       F-2

<PAGE>

                             SILVER STAR FOODS, INC.

                        CONDENSED STATEMENT OF CASH FLOWS

                    NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                        2001               2000
                                                                                        ----               ----
Operating activities:
<S>                                                                                 <C>                <C>
  Net loss                                                                           ($185,756)         ($159,765)
  Adjustments to reconcile net loss to cash
   used in operating activities:
     Depreciation and amortization                                                      10,312             10,250
     Common stock issued for services                                                                      25,200
     Changes in other operating assets and liabilities:
       Accounts receivable                                                                             (  61,662)
       Due from factor                                                                                 (     434)
       Prepaid expenses                                                                  9,427
       Other assets                                                                 (   5,700)
       Accounts payable                                                             ( 234,140)            127,101
       Accrued expenses                                                             (  21,457)         (  17,575)
                                                                                     --------           --------

       Net cash used in operating activities                                        ( 427,314)         (  76,885)
                                                                                     --------           --------
Investing activities:
  Purchase of property and equipment                                                (   1,850)
  Investment                                                                        (   5,500)
  Stockholder loan                                                                  (  14,109)
                                                                                     --------            --------

       Net cash used in investing activities                                        (  21,459)
                                                                                     --------            --------

Financing activities:
  Proceeds from issuance of common stock                                               923,726             80,500
  Cash overdraft                                                                                            3,767
  Payment of loans payable                                                          (   2,500)         (   7,382)
                                                                                     --------           --------
       Net cash provided by financing activities                                       921,226             76,885
                                                                                      --------           --------
Net increase in cash
 and cash equivalents                                                                  472,453                  0
                                                                                      --------           --------

Cash and cash equivalents, beginning of period                                               0                  0
                                                                                      --------           --------

Cash and cash equivalents, end of period                                               472,453                  0
                                                                                      --------           --------

                                                                                      $472,453           $      0
                                                                                      ========           ========
Supplemental disclosures:
  Non-cash investing and financing activities:
    Common stock issued for services                                                                     $ 25,200
                                                                                      ========           ========
    Common stock exchanged for bridge loan payable                                    $ 25,000           $625,000
                                                                                      ========           ========
</TABLE>

                        See notes to condensed financial
                                  statements.
                                       F-3

<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (Unaudited)

1.   Going concern:

     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has incurred continuing losses and at
December 31, 2001, has a working capital deficiency of $303,914, and a
stockholders' equity deficiency of $153,389.

     The Company filed a registration statement with the Securities and Exchange
Commission in order to register 5,000,000 shares to raise capital of
approximately $7,500,000. The Company's registration statement filing with the
Securities and Exchange Commission was made effective in January, 2001.

     Subsequent to such time, in March 2001, the registration was amended to
register shares to raise capital of $3,750,000.

     Based on these events, management believes that the Company has the ability
to continue operations during the subsequent fiscal year. The accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of asset values or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

2.   Description of business:

     The Company was incorporated in the State of New York on March 28, 1995
under the name of Silver Star Ravioli Co., Inc. On July 21, 1997, the Company
filed a Certificate of Amendment of Incorporation authorizing the Company to
issue an aggregate of up to 15,000,000 shares, $.0001 par value.

     On July 28, 1997, the Board of Directors resolved to change the name of the
Company to Silver Star Foods, Inc. and filed a Certificate of Amendment of the
Certificate of Incorporation to that effect.

     The Company is a distributor of frozen pasta food products which it markets
under the "Silver Star" name. The Company initially acquired its prepared
pre-packaged products from two local manufacturers.

     In May 2001, the Company formed and incorporated Casa Mia Imports, Inc., a
100% wholly owned subsidiary of Silver Star Foods, Inc. In December 2001, the
subsidiary changed its name to Silver Star Media Group, Inc.

                                       F-4

<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED DECEMBER 30, 2001 AND 2000
                                   (Unaudited)

3.   Summary of significant accounting policies:

     Cash:
     The Company places its temporary cash investments with high credit quality
financial institutions, which at times may be in excess of the FDIC insurance
limit. At December 31, 2001 the Company had $297,442 in excess of the FDIC
insurance limit.

     Intangible assets:
     The intangible asset, consisting of a tradename is periodically reviewed by
management to evaluate its future economic benefits or potential impairment
which may affect its recorded value to the Company. The tradename is being
amortized on a straight-line basis over 15 years.

     Income taxes:
     The Company has adopted Statement of Financial Accounting Standards No 109
("SFAS 109"), "Accounting for Income Taxes" at its inception. Under SFAS 109,
the deferred tax provision is determined under the liability method. Under this
method, deferred tax assets and liabilities are recognized based on the
differences between the financial statement carrying amount and the tax bases of
assets and liabilities using presently enacted tax rates.

     Earnings per share:
     The loss per share for the nine months ended December 31, 2001 and 2000 has
been calculated based on the weighted average number of common shares
outstanding. During the period the Company had no common stock equivalents
issued or outstanding. Therefore, basic and diluted earnings per share are the
same.

     Use of Estimates:
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

4.   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 $259. These amounts are being held by a vendor against money the Company owes
the vendor.

5.   Tradename:

     The Company acquired the rights to the "Silver Star" tradename from a
related party of the principal stockholder pursuant to an agreement which was
formalized in July 1997 at a cost of $205,000. The Company has been using the
tradename since its' inception. As of December 31, 2001 the balance on the note
payable for the tradename is $17,092.

                                       F-5

<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (Unaudited)

6.   Loans and notes payable:

     The Company has loans and notes payable totalling $73,500, excluding the
tradename note payable described in note 5. These are all short-term obligations
which will be repaid upon the Company obtaining permanent financing.

7.   Income taxes:

     At March 31, 2001, the Company has a net operating loss carryforward
amounting to approximately $2,096,400 available to reduce future taxable income
which expire in the years 2010 through 2015. At December 31, 2001, management is
unable to determine if the utilization of the future tax benefit is more likely
than not and accordingly, any resultant tax asset has been fully reserved.

     A reconciliation of the statutory income tax effective rate is as follows:
2000

   Federal statutory rate                              (34.0%)
   State and local taxes                                 0.2
   Creation (utilization) of net operating
    loss carryforward                                   34.0
                                                        ----

   Effective tax rate                                   0.2%
                                                        ====

8.   Stock option plan:

     The Company has an incentive stock option plan covering all existing
employees. As of December 31, 2001 no options have been granted.

9.   Common stock unissued:

     The Company has received funds for stock subscriptions in the amount of
$1,500, representing 1,000 shares. These shares are subject to rescission rights
as described in Note 13. The Company also entered into an agreement with a
holder of a note payable in the amount of $25,000 to exchange the note for 4,000
shares of the Company's common stock. These shares have not been issued as of
December 31, 2001.


10.  Subscriptions receivable:

     The Company has subscriptions receivable for its common stock shares
representing approximately 2,487,440 shares. These shares have been issued as of
December 31, 2001.

                                       F-6

<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (Unaudited)

11.  Related party transactions:

     The Company leases office space from its principal shareholder on a month
to month basis at a cost of $1,000 per month.

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

     Loans payable in the amount of $23,500 are due to a relative of the
Company's principal shareholder. The loans are due on demand and are
non-interest bearing.

12.  Commitments and contingencies:

     At December 31, 2001, the Company had an outstanding judgment in the amount
of $284,352 from one of its vendors for accounts payable due. This amount is
included in accounts payable in the Company's balance sheet. The judgment has
been paid down approximately 75% during the nine months ended December 31, 2001.

     A second judgment in the amount of $88,572 has been vacated and is
proceeding to litigation. This amount is also included in the Company's accounts
payable.

     In December 2001 Silver Star Media Group, Inc. (SSMG), the company's wholly
owned subsidiary, entered into an agreement to co-publish a magazine chronicling
the heavyweight boxing championship featuring Muhammad Ali. For the right to use
Mr. Ali's name and likeness the Company agreed to pay to G.O.A.T., Inc. the sum
of $300,000 as an advance. The magazine's content is subject to approval by
G.O.A.T., Inc. and was to be originally published and shipped by February 4,
2002.

     The Company is to receive 15% of net profits after all costs of producing
the magazine have been paid and an additional $200,000 paid to G.O.A.T., Inc.
and $350,000 paid to SSMG and other parties pursuant to the publishing
agreement. $50,000 of this amount is to be a management fee payable to SSMG for
handling the collection and disbursing of funds related to the magazine's sale.
The magazine is expected to begin advance sales in early March, 2002 and be
available at newsstands mid-May, 2002.

13.  Common stock subject to rescission rights:

     The Company has reclassified $34,150 of common stock and common stock
subscribed, unissued from stockholders' equity to common stock subject to
rescission rights in order to disclose potential liability related to the stock.

                                       F-7

<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (Unaudited)

14.   Subsequent Events

The Company sold 3,733,084 shares registered in its SB-2 offering. Of the
3,733,084 shares, the Company has received payment for 2,050,832 shares. The
Company is owed $1,310,354.38 from the sale of the remaining 1,682,252 shares.
Although the Company believes based solely on its past experience, that it will
collect the receivable, it does not know what assets, if any the purchaser(s)
have and there can be no assurance that the Company will collect any or all of
the amount.


<PAGE>

Item 2.  Management's Discussion and Analysis
---------------------------------------------

GENERAL

We are a distributor and wholesaler of stuffed and other frozen pasta products,
which we market under the "Silver Star" trade name. We have no manufacturing
facilities of our own but instead have products manufactured by a separate,
independent manufacturer, 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 are made during promotions or
"specials" during which we advertise in the chain's store circular. These
specials are typically booked by our food brokers eight weeks in advance of the
scheduled sale. We can typically expect to generate greater volume from the
supermarkets in periods in which they are participating in the store circulars.

During our fiscal first, second and third quarters ending December 31, 2001
("fiscal 2001"), we decided to stop promotional activities due to the increasing
amount of time and effort required in connection with our ongoing efforts to
complete our registered offering, and our lack of operating capital. This
resulted in a decline in net sales.

We plan to reestablish our sales with in the tri state New York area and
surrounding markets. We plan to use the initial funds raised from the offering
to re-slot our products into existing customers and expand into new customers.
We believe that once the sales reach a certain level it would be cost effective
to acquire our own manufacturing facility. This would enable us to increase our
profit margins and participate more fully in "price competitive" marketing which
is common in the retail market. We also hope to pursue other distribution
channels for our product as a result of our own manufacturing capabilities.
Concurrent with the establishment of a facility, we anticipate that both our
direct costs and operating costs will increase as we add a full-time workforce,
increase insurance coverage and increase marketing efforts. However, there are
no assurances that we will be able to increase revenue, increase our gross
profit or attain and sustain profitability as a result of these expenditures.

Our wholly owned subsidiary, Silver Star Media Group, Inc., recently entered
into an agreement with several parties including G.O.A.T., Inc. The agreement
provides for Silver Star Media to become a co-publisher of the "Muhammad Ali
Collectible Magazine." The agreement required a non-refundable payment of
$300,000 which was made in early January 2002. The publication of the magazine
is intended to be ready for distribution by the end of February 2002.

Our independent accountants have issued a going concern opinion in their report
as of December 31, 2001, citing our working capital deficiency and stockholders'
deficiency of $303,914 and $153,389, respectively and the continuing losses over
our last four fiscal quarters. Those conditions raise substantial doubts about
our ability to continue as a going concern. Our plans with respect to these
issues include and are primarily based upon the registered offering.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDING DECEMBER 31, 2001 AS COMPARED
TO DECEMBER 31, 2000.

     We had no net sales for the nine months ending December 31, 2001 as
compared to $311,937 for the nine months ending December 31, 2000, a decrease of
$311,937 (100%). The decrease is attributable to our decision to reduce the
amount of promotional activity during this time due to the amount of time and
effort required in connection with our ongoing efforts to complete our
registered offering, and our lack of operating capital.

<PAGE>

     Costs of sales decreased during the nine months ending December 31, 2001 to
$0 from $236,491 for the nine months ending December 31, 2000, a decrease of
$236,491 (100%). The decrease corresponds to our decrease in sales for the
comparative periods. There were no cost of sales for the quarter ending December
31, 2001.

     Operating expenses decreased to $185,756 from $235,211 for the nine months
ending December 31, 2001 as compared to 2000, a decrease of $49,455 (21%).
Approximately $48,500 of such decrease is attributable to less expenditures for
slotting fees for shelf space for our products.

     Amortization expense for the comparative periods was $10,250 for each of
the nine months ending December 31, 2001 and 2000 in relation to the trade name.

     We had a net loss for the nine months ending December 31, 2001 of $185,756
as compared to a net loss of $159,765 for the nine months ending December 31,
2000, an increase of $25,991 (17%).

THREE MONTHS ENDING DECEMBER 31, 2001 AS COMPARED TO DECEMBER 31, 2000

     We had net sales of $0 for the three months ending December 31, 2001 as
compared to $104,559 for the three months ending December 31, 2000, a decrease
of $104,559 (100%). The decrease is attributable to our lack of working capital.

     Costs of sales decreased $72,882 or 100% to $0 for three months ending
December 31, 2001 from $72,882 for the three months ending December 31, 2000.

     Operating expenses were $43,041 for the three months ending December 31,
2001 as compared to $84,932 for the three months ending December 31, 2000, a
decrease of $41,891. Amortization expense was approximately $3,417 for each of
the three months ending December 31, 2001 and three months ending December 31,
2000, respectively. The decrease is attributable to us operating with minimal
expense as we continue to raise capital in order to start operation of our
business in the coming months.

<PAGE>

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 January 14,
2002, we have paid Mount Rose $243,400.00.

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. We intend to negotiate a
settlement of this claim in the future.

Item 2.  Changes in Securities and Use of Proceeds
         Not applicable

Item 3.  Defaults Upon Senior Securities
         Not applicable

Item 4.  Submission of Matters to Vote of Security Holders
         None

Item 5.  Other Information
         None

Item 6.  Exhibits and Reports of Form 8-K
         We filed a Form 8-K on November 26, 2001
         (SEC File No. 000-25673)


<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                        SILVER STAR FOODS, INC.

                        By: /s/ Michael Trotta
                        -----------------------------------

                         Michael Trotta
                         Chief Executive Officer,
                         President and Secretary


March 12, 2002