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 June 30, 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 June 30, 2001

Common stock, $0.0001 par value                            12,741,584

                                     Page 1

<PAGE>

                                      INDEX

Part I.       Financial information                                  Page 3

   Item 1.    Condensed Financial Statements:

              Balance sheet (restated) as of
              June 30, 2001                                             F-1

              Statement of income (loss) for the
              three months ended June 30, 2001 and 2000                 F-2

              Statement of cash flows for the three months
              ended June 30, 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                                  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 us
pursuant to the rules and regulations of the Securities and Exchange Commission
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 our opinion the condensed
financial statements include all adjustments (consisting only of adjustments of
a normal, recurring nature) necessary to present fairly the financial
information. Operating results for the three month period ended June 30, 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 (RESTATED) - JUNE 30, 2001
<TABLE>
<CAPTION>
                                     ASSETS

Current assets:
<S>                                                                                    <C>
  Cash                                                                                 $    74,100
  Accounts receivable                                                                        8,863
  Prepaid expenses                                                                          10,000
  Other assets                                                                               7,920
                                                                                       -----------

    Total current assets                                                                   100,883
                                                                                       -----------

Other assets:
  Tradename, less accumulated

   amortization of $75,168                                                                 119,582
  Deposits                                                                                     255
  Investment, at cost                                                                        3,500
  Stockholder loan                                                                          50,111
                                                                                       -----------

    Total other assets                                                                     173,448
                                                                                       -----------

                                                                                       $   274,331
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
  Bridge loan payable                                                                  $    75,000
  Note payable - tradename                                                                  17,092
  Loans payable - other                                                                     26,000
  Accounts payable                                                                         476,813
  Payroll taxes payable                                                                     78,314
  Accrued expenses                                                                         301,261
                                                                                       -----------

    Total current liabilities                                                              974,480
                                                                                       -----------

Commitments and contingencies

Common stock subject to rescission                                                          32,780
                                                                                       -----------

Stockholders' equity (deficiency):
  Preferred stock - $.001 par value
   authorized - 1,000,000 shares,
   none issued
  Common stock - $.0001 par value,
   authorized - 50,000,000 shares,
   issued - 12,741,584 shares                                                                1,277
  Common stock subscribed, unissued                                                          8,000

  Less: Stock subscriptions receivable                                                    (374,150)

  Additional paid in capital                                                             1,796,318
  Deficit                                                                               (2,164,374)
                                                                                       -----------

    Total stockholders' equity (deficiency)                                               (732,929)
                                                                                       -----------
                                                                                         $ 274,331
</TABLE>

                  See notes to condensed financial statements.

                                       F-1

<PAGE>

                             SILVER STAR FOODS, INC.

                     CONDENSED STATEMENT OF LOSS (RESTATED)

                    THREE MONTHS ENDED JUNE 30, 2001 AND 2000
<TABLE>
<CAPTION>
                                                             2001                2000
                                                     ------------        ------------
<S>                                                  <C>                 <C>
Net sales                                            $          0        $    166,408

Cost of sales                                                   0             110,740
                                                     ------------        ------------

Gross profit                                                    0              55,668

Selling, general and

administrative expenses                                    67,890              84,080
                                                     ------------        ------------

Net loss                                             ($    67,890)       ($    28,412)
                                                     ============        ============

Loss per basic and
 diluted common shares                               ($          )
                                                     ============        ============

Weighted average number of shares outstanding:

  Basic and fully diluted                              12,741,584           5,014,802
                                                     ============        ============
</TABLE>

                  See notes to condensed financial statements.

                                       F-2

<PAGE>

                             SILVER STAR FOODS, INC.

                        CONDENSED STATEMENT OF CASH FLOWS

                    THREE MONTHS ENDED JUNE 30, 2001 AND 2000
<TABLE>
<CAPTION>
                                                                 2001               2000
                                                                 ----               ----
Operating activities:
<S>                                                           <C>              <C>
  Net loss                                                    ($ 67,890)       ($ 28,412)
  Adjustments to reconcile net loss to cash
   used in operating activities:
     Amortization                                                 3,417            3,417
     Changes in other operating assets and liabilities:
       Accounts receivable                                      (56,834)
       Other current assets                                                       (4,500)
       Accounts payable                                        (109,108)          19,495
       Accrued expenses                                           1,224           (6,865)
                                                              ---------         ---------

       Net cash used in operating activities                   (176,857)         (69,199)
                                                              ---------         ---------

Investing activities:
  Investment                                                     (3,500)
  Stockholder loan                                               (8,700)          (5,674)
                                                              ---------         ---------

       Net cash used in investing activities                    (12,200)          (5,674)
                                                              ---------         ---------

Financing activities:
  Cash overdraft                                                                  (2,859)
  Proceeds from stock subscriptions receivable                  225,450
  Proceeds from common stock subscriptions                      (24,500)          80,500
                                                              ---------         ---------

       Net cash provided by financing activities                249,950           77,641
                                                              ---------         ---------

Net increase in cash                                             60,893            2,768

Cash, beginning of period                                        13,207                0
                                                              ---------         ---------

Cash, end of period                                           $  74,100        $   2,768
                                                              =========         =========
</TABLE>

                  See notes to condensed financial statements.

                                       F-3

<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                    THREE MONTHS ENDED JUNE 30, 2001 AND 2000

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
June 30, 2001, has a working capital deficiency of $873,597, and a stockholders'
equity deficiency of $732,929.

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.

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.

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.

                                      F-4

<PAGE>

                            SILVER STAR FOODS, INC.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED JUNE 30, 2001 AND 2000

3. Summary of significant accounting policies (continued):

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 three months ended June 30, 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.
Management continually reviews its trade receivable credit risk and has
adequately allowed for potential losses.

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 it's inception. As of June 30, 2001 the balance on the note payable for
the tradename is $17,092.

6. Loans and notes payable:

The Company has loans and notes payable totalling $101,000, 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.

                                      F-5

<PAGE>

                            SILVER STAR FOODS, INC.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED JUNE 30, 2001 AND 2000

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 June 30, 2001, management is unable to
determine if the utilization of the future tax benefit is more likely than not
and accordingly, any resulting 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 June 30, 2001 no options have been granted.

9. Common stock unissued:

The Company has received funds for stock subscriptions in the amount of $35,780,
representing 23,833 shares. These shares have not been issued as of June 30,

2001 and 21,853 shares are subject to rescission as described in Note 13.

                                      F-6

<PAGE>

                            SILVER STAR FOODS, INC.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED JUNE 30, 2001 AND 2000

10. 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 $26,000 are due to a relative of the Company's
principal shareholder. The loans are due on demand and are non-interest bearing.

11. Commitments and contingencies:

At June 30, 2001, the Company had two outstanding judgments in the amounts of
$284,352 and $88,572 from two of its vendors for accounts payable due. These
amounts are included in accounts payable in the Company's balance sheet. The
first of these judgments has been paid down approximately 30% during the quarter
ended June 30, 2001.

12. Subsequent events:

Subsequent to the balance sheet date of June 30, 2001, one of the holders of the
bridge loan payable has agreed to exchange his note in the amount of $25,000 for
shares of the Company's common stock.

On December 27, 2001, the Company retired 2,450,000 shares of its corporate
common stock arising from an agreement subsequently cancelled. The Company
expects to retire approximately 2,350,000 additional shares in the near future.

As of June 30, 2001 the Company held common stock subscription agreements to
sell 24,300 shares of its common stock. All of these shares except 1,000 have
been issued as of December 27, 2001.

As of December 27, 2001, the Company retired 2,450,000 shares of its corporate
common stock arising from an agreement subsequently cancelled. The Company
expects to retire approximately 2,350,550 additional shares relating to the
agreement in the near future.

13. Restatement:

The Company has restated its financial statements to disclose potential
liability attributable to common stock rescission rights. The net effect of this
change was to reclassify $32,780 at June 30, 2001 out of stockholders' equity
into common stock subject to rescission on the balance sheet.

                                      F-7

<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations
-------------------------------------------------------------------------------

     We are a manufacturer of stuffed and other frozen pasta products, which we
market under the "Silver Star" trade name. We commenced operations in May 1995.

     We sell our products through retail chain supermarkets mainly in
the New York area. A substantial portion of our sales to supermarkets
is made during promotions or "specials" during which we advertise in
the chain's store circular. Our food brokers typically book these
specials 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.

     During our fiscal first quarter ending June 30, 2001, we decided not to
advertise in any supermarkets circular due to the costs associated with such an
advertisement, our ongoing effort to complete its registered offering and our
search and negotiations with possible acquisition and/or merger candidates. This
results in a decline in net sales.

     We do not presently have its own manufacturing facility, but plans to
construct one from a portion of the proceeds of the Offering. We believe that
manufacturing our own products would enable us to increase its profit margins
and participate more fully in "price competitive" marketing which is common in
the retail market. We also hopes to pursue other distribution channels for our
products as a result of having its own manufacturing capabilities. Concurrent
with the establishment of a facility, we anticipate that both its direct costs
and operating costs will increase as we add a full time workforce, increases
insurance coverage and increases marketing efforts. However, there are no
assurances that we will be able to increase revenues, increase our gross profits
or attain and sustain profitability as a result of these expenditures.

     Our independent accountants have issued a going concern paragraph in their
review report of June 30, 2001 citing our working capital deficiency and
stockholders deficiency of $873,597 and $732,929, respectively. Those conditions
raise substantial doubts about our ability to continue as a going concern. Our
plan with respect to these issues includes and is primarily based upon the
Offering contemplated herein.

<PAGE>

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDING JUNE 30, 2001 AS COMPARED
TO JUNE 30, 2000

     We had net sales of $0 for the three months ending June 30, 2001 as
compared to $166,408 for the three months ending June 30, 2000, a decrease of
$166,408 (100%). The decrease is attributable to our decision to pursue possible
acquisitions and/or mergers with other pasta manufacturers and other synergistic
companies, along with its ongoing efforts to complete our registered offering
and our lack of operating capital.

     Costs of sales decreased during the three months ending June 30, 2001 to $0
from $110,740 (100%). The decrease corresponds to our decrease in sales for the
comparative period. As a percentage of net sales, costs of sales were
approximately 67% for the three months ending June 30, 2000.

     Operating expenses decreased to $67,890 from $84,080 for the three months
ending June 30, 2001 as compared to June 30, 2000 a decrease of $16,190
approximately (20%). The decrease is attributable to trimming operating expenses
across the board.

     Amortization expense for the comparative period was $3,417 in each of the
three months ending June 30, 2001 and 2000 in relation to the trade name.

     We had a net loss for the three months ending June 30, 2001 of
$67,890 as compared to a net loss of $28,412 for the three months ending June
30, 2000, an increase of $39,478.

<PAGE>

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

     Except as stated below, the Company is not currently subject to any
material legal proceedings.

In January 2001, Mount Rose obtained a judgment against the Company in the
amount of $283,461.79. The Company negotiated a settlement with Mount Rose to
pay such amount out of the proceeds of this offering. Specifically, the Company
agreed to pay Mount Rose 50% of the net amount received by the Company for the
sale of the 5,000,000 shares registered hereunder until Mount Rose is paid in
full. As of January 14, 2002, the Company has paid Mount Rose $218,400.00.

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 Silver Star in the amount of $92,368.77.
Silver Star retained the law firm of Bauman, Katz & Grill, LLP to vacate the
default judgment. The default judgment was vacated on November 9, 2001.  The
Company intends to negotiate a settlement of this claim in the future.


Item 2. Changes in Securities.   None

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

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this 10-QSB report to be signed on
its behalf by the undersigned thereunto duly authorized.

                              SILVER STAR FOODS, INC.
                              (Registrant)

Date: February 5, 2002        /s/ Michael Trotta
                            ---------------------------
                                 Michael Trotta
                                 President, Chief Executive
                                 Officer, Treasurer, Secretary
                                 and Director