RICHARD I. ANSLOW & ASSOCIATES
4255 Route 9, Suite D
Freehold, New Jersey 07728
March 30, 1999
United States Securities and Exchange Commission
Division of Corporate Finance
450 5th Street, N.W.
Washington, D.C. 20549
Re: SILVER STAR FOODS, INC.
FORM 8-A
Dear Sir/Madam:
Enclosed herewith is Form 8-A on behalf of Silver Star Foods, Inc. Please
note that Silver Star has filed Form SB-2 under file #333-42311. The SB-2
and accompanying amendments have basically cleared all comments with the
sec.
Please note that this Form 8-A shall be deemed effective when Form SB-2
is deemed effective by the SEC.
If you have any furhter questions, please call me.
Very truly yours,
RICHARD I. ANSLOW & ASSOCIATES
By: /s/ Richard I. Anslow
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RICHARD I. ANSLOW
RIA/tp
cc: Richard Wulff, Esq. Chief, Office of Small Business
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SILVER STAR FOODS, INC.
(Exact name of Registrant as specified in its charter)
New York 11-3265942
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(State of Incorporation) (IRS Employer
Identification No.)
1000 South Avenue
Staten Island, New York 10314
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become
pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a
the following box. concurrent registration
statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box.
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to registered pursuant to Section 12(g) of the Act:
Unit consisting of One Share of Common Stock, par value $0.0001 and Two
Common Stock Purchase Warrants.
Common Stock, par value $0.0001
Common Stock Purchase Warrants
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Item 1. Description of Registrant's Securities to be Registered.
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The information contained under the headings entitled
"DESCRIPTION OF SECURITIES" - "Common Stock", and
"DESCRIPTION OF SECURITIES" "Warrants" of the Prospectus
included in the Registrant's Registration Statement on Form SB-2
(Registration No. 333-42311), as amended, filed with the Securities and
Exchange Commission, is hereby incorporated herein by reference.
Item 2. Exhibits.
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1. The Company's Bylaws
2. Certificate of Incorporation and Certificates of
Amendments of the Certificate of Incorporation.**
3. Form of Public Warrant Agreement. ***
4. Form of Warrant Certificate.****
5. Form of Common Stock Certificate.*****
6. Form of Unit Certificate. ******
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* Filed, by amendment, as Exhibit 3.2 to the Registrant's
Registration Statement on Form SB-2 (Registration No.
333-42311), as amended, and incorporated herein by reference.
** Filed as Exhibit 3.1 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-42311), as amended, and
incorporated herein by reference.
*** Filed as Exhibit 4.3 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-42311), as amended, and
incorporated herein by reference.
**** To be filed, by amendment, as Exhibit 4.2 to the Registrant's
Registration Statement on Form SB-2 (Registration No.
333-42311) as amended, and incorporated herein by reference.
***** To be filed, by amendment, as Exhibit 4.1 to the Registrant's
Registration Statement on Form SB-2 (Registration No.
333-42311), as amended, and incorporated herein by reference.
****** To be filed, by amendment, as Exhibit 4.4 to the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-42311), as
amended, and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
SILVER STAR FOODS, INC.
(Registrant)
Dated: March 30, 1999 By: /s/ Michael Trotta
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Michael Trotta
Chairman of the Board of Directors,
Chief Executive Officer, President,
Chief Financial Officer, Principal
Accounting Officer and Secretary
