SECURITIES AND EXCHANGE COMMISSION
<P>
                  Washington, D.C. 20549
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             ----------------------------------
<P>
                       FORM  10-QSB
<P>
         Quarterly Report Under Section 13 or 15(d)
           of the Securities Exchange Act of 1934
<P>
             ----------------------------------
<P>
             Quarter Ended December 31, 2000
<P>
            Commission File Number 333-42311
<P>
                 SILVER STAR FOODS, INC.
   (Exact name of Registrant as specified in its Charter)
<P>
      New York                            11-3265942
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)          Identification
                                             Number)
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1000 South Avenue, Staten Island, New York       10314
(Address of principal executive offices)       (Zip Code)
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Same
(Former Address)                               (Zip Code)
<P>
                      (718) 763-3000
   (Registrant's telephone number, including area code)
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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
<P>
Indicate the number of Shares outstanding of each of the
Issuer's classes of common stock, as of the latest
practicable date.
<P>
Class                             Outstanding as of 2/16/01
<P>
Common stock, $0.0001 par value           12,104,584
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                            Page 1
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                           INDEX
<TABLE>
<S>                       <C>                                                <C>
Part I.        Financial information                                        Page 3
<P>
               Item 1.     Condensed Financial Statements:
<P>
                           Balance sheet as of December 31, 2000             F-1
<P>
                           Statement of income (loss) for nine and
                           three months ended December 31, 2000 and 1999     F-2
<P>
                           Statement of cash flows for nine months ended
                           December 31, 2000 and 1999                        F-3
<P>
                           Notes to condensed financial statements    F-4 to F-6
<P>
               Item 2.     Management's discussion and analysis of
                           financial condition                            Page 4-8
<P>
Part II.       Other information                                          Page 9
<P>
               Item         Exhibits and reports on Form 8-K
<P>
Signatures
<P>
Exhibits
<P>
                                         Page 2
</TABLE>
<P>
PART I  FINANCIAL INFORMATION
<P>
ITEM 1.          Financial Statements.
<P>
<P>
     The following condensed 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 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
nine month period ended December 31, 2000 are not
necessarily indicative of the results that may be expected
for the year ending March 31, 2001.
<P>
     These condensed financial statements should be read in
conjunction with the financial statements and accompanying
notes included in Form SB-2 filed on January 3, 2001 and
January 18, 2001
<P>
                         Page 3
<P>
<TABLE>
<CAPTION>
                              SILVER STAR FOODS, INC.
<P>
                   CONDENSED BALANCE SHEET - DECEMBER 31, 2000
<P>
                                    ASSETS
<S>                                                   <C>
Current assets:
  Accounts receivable                             $   74,617
  Due from factor                                        434
                                                 --------------
    Total current assets                              75,051
                                                 --------------
Other assets:
  Tradename, less accumulated
   amortization of $75,168                           126,416
  Deposits                                               255
                                                 --------------
    Total other assets                               126,671
                                                 --------------
                                                  $  201,722
                                                 ==============
<P>
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<P>
Current liabilities:
  Cash overdraft                                  $    6,626
  Bridge loan payable                                 75,000
  Note payable - tradename                            17,092
  Loans payable - other                               26,000
  Accounts payable                                   630,364
  Payroll taxes payable                               78,314
  Accrued expenses                                   216,829
  Shareholder loan                                     3,950
                                                 --------------
    Total current liabilities                      1,054,175
                                                 --------------
Commitments and contingencies
<P>
Stockholders' equity (deficiency):
  Preferred stock - $.001 par value
   authorized and unissued - 1,000,000
   shares
  Common stock - $.0001 par value,
   authorized - 15,000,000 shares,
   issued - 10,548,000                                 1,055
  Additional paid in capital                       1,568,128
  Deficit                                        ( 2,021,636)
                                                 ---------------
                                                 (   452,453)
  Less:  Treasury stock at cost, 1,600,000 shares    400,000
                                                ----------------
    Total stockholders' equity (deficiency)      (   852,453)
                                                ----------------
                                                  $  201,722
                                                ================
<P>
                      See notes to condensed financial statements.
</TABLE>
<TABLE>
<CAPTION>
                                SILVER STAR FOODS, INC.
<P>
                          CONDENSED STATEMENT OF INCOME (LOSS)
<P>
                 NINE AND THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
</CAPTION>
<S>                                      <C>             <C>     <C>            <C>
                                           Nine months ended      Three months ended
                                              December 31,           December 31,
                                         2000           1999     2000           1999
                                       -------------------------------------------------
Net sales                            $  311,937     $  617,882 $   104,559   $  205,961
<P>
Cost of sales                           236,491        508,742      72,882      169,581
                                      --------------------------------------------------
Gross profit (loss)                      75,446        109,140      31,677       36,380
<P>
Selling, general and
administrative expenses                 235,211        334,813      84,932      111,718
                                      --------------------------------------------------
Net loss                            ($  159,765)   ($  225,673)($   53,255) ($   75,338)
                                      ==================================================
<P>
Loss per basic and
 diluted common shares              ($     0.02)   ($     0.07)($     0.01) ($     0.02)
                                      ==================================================
<P>
Weighted average number
 of shares outstanding:
<P>
  Basic and fully diluted             9,004,276      3,276,000  10,458,000    3,276,000
                                      ==================================================
<P>
                       See notes to condensed financial statements.
</TABLE>
<TABLE>
<CAPTION>
                                  SILVER STAR FOODS, INC.
<P>
                             CONDENSED STATEMENT OF CASH FLOWS
<P>
                       NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
<S>                                                    <C>          <C>
                                                        2000       1999
                                                    ------------------------
Operating activities:
  Net loss                                            ($159,765)($ 225,673)
  Adjustments to reconcile net loss to cash
   provided by (used in) operating activities:
     Amortization                                        10,250    101,436
     Common stock issued for services                    25,200
     Changes in other operating assets and liabilities:
       Accounts receivable                            (  61,662)     4,248
       Due from factor                                (     434)
       Other current assets                                            550
       Accounts payable                                 127,101    188,765
       Accrued expenses                               (  17,575)     6,379
       Deposits                                                      5,000
                                                    ------------------------
       Net cash provided by (used in)
        operating activities                          (  76,885)    80,705
                                                    ------------------------
Investing activities:
  Purchase of property and equipment                             (   4,120)
                                                    ------------------------
       Net cash used in investing activities                     (   4,120)
                                                    ------------------------
Financing activities:
  Proceeds from issuance of common stock                 80,500
  Cash overdraft                                          3,767
  Stockholder loan                                    (   7,382)     4,579
                                                    ------------------------
       Net cash provided by financing activities         76,885      4,579
                                                    ------------------------
Net increase in cash                                          0     81,164
<P>
Cash, beginning of period                                     0      2,430
                                                    ------------------------
Cash, end of period                                    $      0   $ 83,594
                                                    ========================
<P>
Supplemental disclosures:
  Non cash investing and financing activities:
    Common stock issued for services                   $ 25,200
                                                    =============
    Common stock exchanged for notes payable           $700,000
                                                    =============
<P>
                      See notes to condensed financial statements.
</TABLE>
<P>
                 SILVER STAR FOODS, INC.
<P>
         NOTES TO CONDENSED FINANCIAL STATEMENTS
<P>
        FOR THE NINE MONTHS ENDED DECEMBER 31, 2000
<P>
1.     Going concern:
<P>
     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 has a working capital deficiency of $979,124 at December
31, 2000, and a stockholders' equity deficiency of $852,453.
<P>
     The Company is currently preparing to file 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.
<P>
     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.
<P>
2.     Description of business:
<P>
     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.
<P>
     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.
<P>
     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.
<P>
3.     Summary of significant accounting policies:
<P>
     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.
<P>
     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.
<P>
                 SILVER STAR FOODS, INC.
<P>
          NOTES TO CONDENSED FINANCIAL STATEMENTS
<P>
       FOR THE NINE MONTHS ENDED DECEMBER 31, 2000
<P>
3.     Summary of significant accounting policies
      (continued):
<P>
     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.
<P>
     Earnings per share:
          The loss per share for the nine months ended
December 31, 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.
<P>
     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.
<P>
4.     Accounts receivable:
<P>
     Accounts receivable consist of trade receivables
arising in the ordinary course of business and are presented
net of estimated discounts and allowances of $1,146.
Management continually reviews its trade receivable credit
risk and has adequately allowed for potential losses.  In
August 2000, the Company began factoring some of its
receivables, receiving a 70% advance on invoice totals and
incurring a 3% to 4% charge plus other incidental fees.
<P>
5.     Tradename:
<P>
     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 December 31, 2000 the
balance on the note payable for the tradename is $17,092.
<P>
6.     Loans and notes payable:
<P>
     The Company has loans and notes payable totaling
$118,092.  These are all short-term obligations which will
be repaid upon the Company obtaining permanent financing.
<P>
                  SILVER STAR FOODS, INC.
<P>
         NOTES TO CONDENSED FINANCIAL STATEMENTS
<P>
       FOR THE NINE MONTHS ENDED DECEMBER 31, 2000
<P>
6.     Income taxes:
<P>
     At March 31, 2000, the Company has a net operating loss
carryforward amounting to approximately $1,861,000 available
to reduce future taxable income which expire in the years
2010 through 2015.  At December 31, 2000 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.
<P>
     A reconciliation of the statutory income tax effective
rate is as follows:
<P>
                                                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%
                                           ============
<P>
7.     Transactions with major customers and suppliers:
<P>
     During the nine months ended December 31, 2000, the
Company had sales to five customers amounting to
approximately 96.5% of the Company's net sales for the
period.  The loss of any of these customers could be
expected to have a material impact on the Company's results
of operations in future periods.
<P>
     Since its inception, the Company has purchased all of
its products from two suppliers and is currently utilizing a
single supplier.  The loss of this supplier could have a
material impact on the Company's ability to obtain product
for resale to its customers in future periods.
<P>
8.     Stock option plan:
<P>
     The Company has an incentive stock option plan covering
all existing employees.  As of December 31, 2000 no options
have been granted.
<P>
9.     Common stock issued:
<P>
     The Company effected a two for one stock split in May
2000.  During the nine months ended December 31, 2000, the
Company also issued the following common stock shares:
<P>
     Common stock issued for services           2,025,000
     Common stock exchanged for notes payable     100,000
     Common stock issued for cash                 161,000
<P>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
<P>
GENERAL
<P>
Silver Star Foods, Inc. ("the Company") is a manufacturer
and wholesaler of stuffed and other frozen pasta products,
which it markets under the "Silver Star" trade name. The
Company commenced operations in May, 1995.
<P>
A substantial portion of the Company's sales to supermarkets
are made during promotions or "specials" during which the
Company advertises in the chain's store circular. These
specials are typically booked by the Company's food brokers
eight weeks in advance of the scheduled sale. The Company
can typically expect to generate greater volume from the
supermarkets in periods in which they are participating in
the store circulars.
<P>
During the Company's fiscal second and third quarters ending
December 31, 2000 the Company decided to reduce the amount
of promotional activity due to the amount of time and effort
required in connection with the Company's ongoing efforts to
complete its Registered Offering, and its lack of operating
capital. This resulted in a decline in net sales.
<P>
The Company does not presently have its own manufacturing
facility, but plans to construct one from a portion of the
proceeds of the Offering. Management believes that
manufacturing its own products would enable the Company to
increase its profit margins and participate more fully in
"price competitive" marketing which is common in the retail
market. The Company also hopes to pursue other distribution
channels for its product as a result of its own
manufacturing capabilities. Concurrent with the
establishment of a facility, the Company anticipates that
both its direct costs and operating costs will increase as
the Company adds a full-time workforce, increases insurance
coverage and increases marketing efforts. However, there are
no assurances that the Company will be able to increase
revenue, increase its gross profit or attain and sustain
profitability as a result of these expenditures.
<P>
The Company's independent accountants have issued a going
concern opinion in their report as of December 31, 2000,
citing the Company's working capital deficiency and
stockholders' deficiency of $979,124 and $852453,
respectively. Those conditions raise substantial doubts
about the Company's ability to continue as a going concern.
Management's plans with respect to these issues include and
are primarily based upon the Offering contemplated herein.
<P>
RESULTS OF OPERATIONS NINE MONTHS ENDING DECEMBER 31, 2000
AS COMPARED TO DECEMBER 31, 1999.
<P>
The Company had net sales of $311,937 for the nine months
ending December 31, 2000 as compared to $617,882 for the
nine months ending December 31, 1999, a decrease of $305,945
(51%). The decrease is attributable to the Company's
decision to reduce the amount of promotional activity during
this time due to the amount of time and effort required in
connection with the Company's ongoing efforts to complete
its Registered Offering, and its lack of operating capital.
<P>
Costs of sales decreased during the nine months ending
December 31, 2000 to $236,491 from $508,742 for the nine
months ending December 31, 1999, a decrease of $272,251
(47%). The decrease corresponds to the Company's decrease in
sales for the comparative periods. As a percentage of net
sales, costs of sales were approximately 76% and 83% for the
nine months ending December 31, 2000 and 1999, respectively.
<P>
Operating expenses decreased to $235,211 from $334,813 for
the nine months ending December 31, 2000 as compared to
1999, a decrease of $99,602 (30%). Approximately $4,000 of
such decrease is attributable to less expenditures for
slotting fees for shelf space for the Company's products.
Amortization expense for the comparative periods was $10,250
in each of the nine months ending December 31, 2000 and 1999
in relation to the trade name. The Company incurred
approximately $0 and $90,300 in amortized finance costs for
the nine months ending December 31, 2000 and 1999
respectively, relating to the bridge financing which was
completed in August 1998.
<P>
The Company had a net loss for the nine months ending
December 31, 2000 of $159,765 as compared to a net loss of
$225,673 for the nine months ending December 31, 1999, a
decrease of $65,908 (70%).
<P>
NINE MONTHS ENDING DECEMBER 31, 1999 AS COMPARED TO
DECEMBER 31, 1998
<P>
The Company had net sales of $1,201,587 for the nine months
ending December 31, 1999 as compared to $1,343,276 for the
nine months ending December 31, 1998, a decrease of $141,689
(11%). The decrease is attributable to the Company's lack of
working capital. Additionally, the Company was unable to
participate in many store promotions due to the temporary
loss of its food broker during the fiscal nine months ending
December 31, 1999.
<P>
Costs of sales decreased $231,999 or 19% to $966,756 for
nine months ending December 31, 1999 from $1,198,755 for
nine months ending December 31, 1998. As a percentage of net
sales, cost of sales decreased to 80% for nine months ending
December 31, 1999 from 89% from nine months ending December
31, 1998. These decreases are attributed to product price
increases by the Company during nine months ending December
31, 1999.
<P>
Operating expenses were $746,867 for nine months ending
December 31, 1999 as compared to $442,317 for nine months
ending December 31, 1998, an increase of $304,550.
<P>
Amortization expense was approximately $14,000 for each of
nine months ending December 31, 1999 and nine months ending
December 31, 1998, respectively. Approximately $170,000 of
the increase in operating expenses for nine months ending
December 31, 1999 is attributable to amortization expense of
finance cost relating to the bridge financing completed in
August 1998.
<P>
Year 2000
<P>
Prior to January 1, 2000, the Company examined the costs to
upgrade its systems with systems which were nine months 2000
compliant, and determined that the cost to do so was
immaterial in relation to the Company's operations. The
Company computer hardware currently meets compliance
standards. Since January 1, 2000, the Company has not
experienced any nine months 2000 problems. The Company
employs software programs which are readily available in the
marketplace, known as "canned" software applications and has
not had any problems with such programs since January 1,
2000.
<P>
PART II - OTHER INFORMATION
<P>
Item 1. Legal Proceedings.  On January 18, 2001, Mt. Rose
Ravioli & Macaroni Company, Inc. obtained a judgment against
us in the amount of $283,461.79.  Mt. Rose is the
manufacturer of our products.  We are in the process of
negotiating a settlement agreement whereby we will pay Mt.
Rose 50% of the monies collected (until full payment of the
judgment) on the sale of our shares that were recently
registered in our SB-2 that became effective in January
2001.
<P>
Item 2. Changes in Securities.
<P>
On October 2, 2000, the Company issued 2,000,000 of our
common shares to Vincent Trotta, Sr., one of our directors,
for past services rendered to the Company.  Such shares were
issued in reliance on the exemption under Section 4(2) of
the Securities Act of 1933, as amended (the "Act") and are
restricted in accordance with Rule 144 of the Securities Act
of 1933.
<P>
Item 3. Defaults Upon Senior Securities.  Not Applicable
<P>
Item 4. Submission of Matters to a Vote of Security Holders.
<P>
On October 2, 2000, a majority of the shareholders approved
the transactions set forth in Item 2. above.
<P>
No shareholders meeting was held and no information was
distributed in connection with such meeting.
<P>
Item 5. Other Information. None
<P>
Item 6. Exhibits and Reports of Form 8-K. None
<P>
SIGNATURES
<P>
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.
<P>
Date: February 20, 2001
<P>
SILVER STAR FOODS, INC.
<P>
BY: /s/ Michael Trotta
------------------------------
        Michael Trotta
        Chairman of the Board of Directors, Chief Executive
        Officer, President, Chief Financial Officer and
        Secretary
<P>