SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                  FORM 10-QSB/A

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

                        Quarter Ended September 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 September 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
           September 30, 2001                                           F-1

           Statement of operations for the six and three
           months ended September 30, 2001 and 2000                     F-2

           Statement of cash flows for the six months
           ended September 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. 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 six month period ended September 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) - SEPTEMBER 30, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

                                     ASSETS

Current assets:
<S>                                                                   <C>
  Cash                                                                $  101,210
  Accounts receivable                                                      8,863
  Prepaid expenses                                                        10,000
  Other assets                                                             7,920
                                                                      ----------

    Total current assets                                                 127,993
                                                                      ----------

Other assets:
  Tradename, less accumulated
   amortization of $75,168                                               116,166
  Deposits                                                                   255
  Investment, at cost                                                      5,500
  Stockholder loan                                                        52,120
                                                                      ----------

    Total other assets                                                   174,041
                                                                      ----------

                                                                      $  302,034

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
  Bridge loan payable                                                 $   50,000
  Note payable - tradename                                                17,092
  Loans payable - other                                                   26,000
  Accounts payable                                                       498,361
  Payroll taxes payable                                                   78,314
  Accrued expenses                                                       301,261
                                                                      ----------

    Total current liabilities                                            971,028
                                                                      ----------
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 unissued                                                   33,000

  Less: Stock subscriptions receivable                                (1,028,072)

  Additional paid in capital                                           2,531,220
  Deficit                                                             (2,239,199)
                                                                      ----------

    Total stockholders' equity (deficiency)                             (701,774)
                                                                      ----------
                                                                      $  302,034
</TABLE>

                  See notes to condensed financial statements.
                                       F-1

<PAGE>

                             SILVER STAR FOODS, INC.

                             STATEMENT OF OPERATIONS

             SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            Six Months                           Three Months
                                                        Ended September 30,                   Ended September 30,
                                                 2001                  2000            2001                  2000
                                                                       ----                                  ----
                                              (Restated)                            (Restated)
                                               --------                              --------
<S>                                          <C>                 <C>               <C>                 <C>
Net sales                                    $         0         $  257,293        $         0         $   90,885

Cost of sales                                          0            191,372                                80,632
                                             -----------         ----------        -----------          ---------

Gross profit                                           0             65,921                                10,253

Selling, general and
 administrative expenses                         142,715            199,340             74,825            115,260
                                              ----------         ----------        -----------         ----------

Net loss                                     ($  142,715)       ($  133,419)      ($    74,825)       ($  105,007)
                                              ==========         ==========        ===========         ==========

Loss per basic and
 diluted common shares                       ($     0.01)       ($     0.02)      ($      0.01)       ($     0.02)
                                              ==========         ==========        ===========         ==========

Weighted average number of shares outstanding:

  Basic and fully diluted                     12,741,584          6,811,902          12,741,584         6,960,174
                                              ==========         ==========         ===========        ==========
</TABLE>

                  See notes to condensed financial statements.
                                       F-2

<PAGE>

                             SILVER STAR FOODS, INC.

                        CONDENSED STATEMENT OF CASH FLOWS

                  SIX MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                        2001               2000
                                                                                        ----               ----
Operating activities:
<S>                                                                                  <C>                <C>
  Net loss                                                                           ($142,715)         ($133,419)
  Adjustments to reconcile net loss to cash
   used in operating activities:
     Amortization                                                                        6,833              6,834
     Common stock issued for services                                                                      25,200
     Changes in other operating assets and liabilities:
       Accounts receivable                                                                              (  18,342)
       Other current assets                                                          (   4,500)
       Accounts payable                                                              (  87,560)            63,077
       Accrued expenses                                                                  1,224          (  23,574)
                                                                                      --------           --------
       Net cash used in operating activities                                         ( 226,718)         (  80,224)
                                                                                      --------           --------
Investing activities:
  Investment                                                                         (   5,500)
  Stockholder loan                                                                   (  10,709)
                                                                                      --------           --------
       Net cash used in investing activities                                         (  16,209)
                                                                                      --------           --------
Financing activities:
  Cash overdraft                                                                                            3,121
  Proceeds from issuance of common stock                                                                   80,500
  Proceeds from stock subscriptions receivable                                         306,430
  Proceeds from common stock subscriptions                                              24,500
  Stockholder loan                                                                                      (   3,397)
                                                                                      --------           --------

       Net cash provided by financing activities                                       330,930             80,224
                                                                                      --------           --------

Net increase in cash                                                                    88,003                  0

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

Cash, end of period                                                                   $101,210            $     0
                                                                                      ========            =======
</TABLE>

                  See notes to condensed financial statements.
                                       F-3


<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  SIX MONTHS ENDED SEPTEMBER 30, 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 September 30, 2001, has a working capital deficiency of $843,035, and a
stockholders' equity deficiency of $701,774.

     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 Cara Mia Imports, Inc., a

100% wholly owned subsidiary of Silver Star Foods, Inc. In January 2002, Casa
Mia chnaged its name to Silver Star Media Group, Inc. and filed a Form 8-K with
the SEC to discuss its present business strategy.

                                       F-4

<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  SIX MONTHS ENDED SEPTEMBER 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.

        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 six months ended September 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.

                                       F-5

<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  SIX MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)

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 September 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 $76,000, 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.

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 September 30, 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 September 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. 21,853 of 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 September 30, 2001.

                                       F-6

<PAGE>

                             SILVER STAR FOODS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  SIX MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)

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 September 30, 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 30% during the six months ended September 30, 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.

12.     Subsequent events:

        As of September 30, 2001 the Company held 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.

        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.

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 September 30, 2001 out of stockholder's
equity into common stock subject to rescission on the balance sheet.

                                       F-7

<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 and second quarters ending September 30, 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 do not presently have our own manufacturing facility, but plan to construct
one, or purchase one, from a portion of the proceeds of the Offering. We believe
that manufacturing our own products 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 anticipates that both our 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 revenue, increase our gross profit
or attain and sustain profitability as a result of these expenditures.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDING SEPTEMBER 30, 2001 AS COMPARED
TO SEPTEMBER 30, 2000.

     We had no net sales for the six months ending September 30, 2001 as
compared to $257,293 for the six months ending September 30, 2000, a decrease of
$257,293 (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 its
Registered Offering, and its lack of operating capital.

<PAGE>

     Costs of sales decreased during the six months ending September 30, 2001 to
$0 from $141,372 for the six months ending September 30, 2000, a decrease of
$141,372 (100%). The decrease corresponds to our decrease in sales for the
comparative periods. As a percentage of net sales, costs of sales were
approximately 75% for the six months ending September 30, 2000.

         Operating expenses decreased to $142,715 from $199,340 for the six
months ending September 30, 2001 as compared to 2000, a decrease of $56,625
(29%). Approximately $48,486 of such decrease is attributable to less
expenditures for slotting fees for shelf space for our products.

     Amortization expense for the comparative periods was $6,834 in each of the
six months ending September 30, 2001 and 2000 in relation to the trade name.

     We had a net loss for the six months ending September 30, 2001 of $142,715
as compared to a net loss of $133,419 for the six months ending September 30,
2000, an increase of $9,296(7%).

THEE MONTHS ENDING SEPTEMBER 30, 2001 AS COMPARED TO SEPTEMBER
30, 2000

     We had net sales of $0 for the three months ending September 30, 2001 as
compared to $90,885 for the three months ending September 30, 2000, a decrease
of $90,885 (100%). The decrease is attributable to our lack of working capital.
Additionally, we were unable to participate in many store promotions due to the
temporary loss of its food broker during the fiscal three months ending
September 30, 2001.

         Costs of sales decreased $80,632 or 100% to $0 for three months ending
September 30, 2001 from $88,632 for three months ending September 20, 2000.

         Operating expenses were $74,825 for the three months ending September
30, 2001 as compared to $115,260 for the three months ending September 30, 2000,
a decrease of $40,435. Amortization expense was approximately $3,416 for each of
three months ending September 30, 2001 and three months ending September 30,
2000, respectively.

<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 the Company in the
amount of $283,461.79. The Company recently negotiated a settlement with Mount
Rose to pay such amount out of the proceeds of this offering. Specifically, the
Company shall 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 October 1, 2001, the Company has paid Mount Rose $93,400.00.

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 qamount of $92,368.77.
Sivler Star retained the law firm of Bauman, Katz & Grill, LLP to vacate the
default judgement. The default judgment was vacated on November 9, 2001.

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 8K
         None

<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


February 5, 2002