UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission file number: 000-18980





HQ SUSTAINABLE MARITIME
INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)







|                                                         |  |                                                      |  |                         
|-------------------------------------------------------- |  | ---------------------------------------------------- |  | ------------------------
|Delaware                                                 |  | 000-18980                                            |  | 62-1407522              
|(State or jurisdiction of Incorporation or organization) |  | (Primary Std. Industrial Classification Code Number) |  | (IRS Employer ID Number)



|                                                  |  |           
|------------------------------------------------- |  | ----------
|1511 Third Avenue, Suite 788, Seattle, Washington |  | 98101     
|(Address of principal executive offices)          |  | (Zip Code)

Registrants telephone number, including area code: (206) 621-9888





Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

(Title of Class)





Indicate by check mark whether the Registrant (1) has filed all reports required 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 by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b2 of the Exchange Act. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange
Act).    Yes   ̈    No  x

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, 2008
|Common stock, $0.001 par value |  | 12,033,946                  









---

|                               |  |                                                                                   |  |            
|------------------------------ |  | --------------------------------------------------------------------------------- |  | -----------
|                               |  |                                                                                   |  | PageNumbers
|PART I - FINANCIAL INFORMATION |  |                                                                                  
|                               |  |                                                                                  
|Item 1.                        |  | Condensed Consolidated Financial Statements (unaudited)                           |  |            
|                               |  |                                                                                  
|                               |  | Condensed Consolidated Balance Sheets                                             |  | 3          
|                               |  |                                                                                  
|                               |  | Condensed Consolidated Statements of Income and Comprehensive Income              |  | 5          
|                               |  |                                                                                  
|                               |  | Condensed Consolidated Statements of Cash Flows                                   |  | 6          
|                               |  |                                                                                  
|                               |  | Notes to Condensed Consolidated Financial Statements                              |  | 7          
|                               |  |                                                                                  
|Item 2.                        |  | Management Discussion & Analysis of Financial Condition and Results of Operations |  | 14         
|                               |  |                                                                                  
|Item 3                         |  | Quantitative and Qualitative Disclosures About Market Risk                        |  | 19         
|                               |  |                                                                                  
|Item 4.                        |  | Controls and Procedures                                                           |  | 19         
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                  
|                               |  |                                                                                  
|Item 1.                        |  | Legal Proceedings                                                                 |  | 20         
|                               |  |                                                                                  
|Item 1A                        |  | Risk Factors                                                                      |  | 20         
|                               |  |                                                                                  
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                       |  | 21         
|                               |  |                                                                                  
|Item 3.                        |  | Defaults Upon Senior Securities                                                   |  | 21         
|                               |  |                                                                                  
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                               |  | 21         
|                               |  |                                                                                  
|Item 5                         |  | Other information                                                                 |  | 21         
|                               |  |                                                                                  
|Item 6.                        |  | Exhibits                                                                          |  | 21         



2



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HQ SUSTAINABLE MARITIME INDUSTRIES, INC. AND SUBSIDIARIES

(INCORPORATED IN THE STATE OF DELAWARE WITH LIMITED LIABILITY)

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                     |  |                          |            |                            |   |           
|------------------------------------ |  | ------------------------ | ---------- | -------------------------- | - | ----------
|                                     |  | June 30, 2008(Unaudited) |            | December 31, 2007(Audited)
|ASSETS                               |  |                          |            |                            |   |           
|CURRENT ASSETS                       |  |                          |            |                            |   |           
|Cash and cash equivalents            |  | $                        | 42,862,543 |                            | $ | 46,959,908
|Trade receivables, net of provisions |  |                          | 29,078,328 |                            |   | 25,234,502
|Inventories                          |  |                          | 2,559,245  |                            |   | 877,716   
|Prepayments                          |  |                          | 525,096    |                            |   | 350,116   
|Future income taxes                  |  |                          | 26,097     |                            |   | 26,097    
|                                     |  |                          |            |                            |   |           
|TOTAL CURRENT ASSETS                 |  |                          | 75,051,309 |                            |   | 73,448,339
|                                     |  |                          |            |                            |   |           
|OTHER ASSETS                         |  |                          |            |                            |   |           
|Deferred taxes                       |  |                          | 931,138    |                            |   | 873,865   
|Deferred expenses                    |  |                          | 30,020     |                            |   | 84,317    
|                                     |  |                          |            |                            |   |           
|                                     |  |                          | 961,158    |                            |   | 958,182   
|PROPERTY, PLANT AND EQUIPMENT, NET   |  |                          | 8,746,439  |                            |   | 7,716,615 
|CONSTRUCTION IN PROGRESS             |  |                          | 2,485,291  |                            |   | 949,728   
|INTANGIBLE ASSETS                    |  |                          | 1,415,434  |                            |   | 1,254,002 
|                                     |  |                          |            |                            |   |           
|TOTAL ASSETS                         |  | $                        | 88,659,631 |                            | $ | 84,326,866
|                                     |  |                          |            |                            |   |           

The accompanying notes are an integral part of the consolidated financial statements.



3



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HQ SUSTAINABLE MARITIME INDUSTRIES, INC. AND SUBSIDIARIES

(INCORPORATED IN THE STATE OF DELAWARE WITH LIMITED LIABILITY)

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                              |  |                          |            |                            |   |           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ---------- | -------------------------- | - | ----------
|                                                                                                                                                                              |  | June 30, 2008(Unaudited) |            | December 31, 2007(Audited)
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                          |  |                          |            |                            |   |           
|CURRENT LIABILITIES                                                                                                                                                           |  |                          |            |                            |   |           
|Accounts payable and accrued liabilities                                                                                                                                      |  | $                        | 7,234,311  |                            | $ | 8,935,928 
|Tax payable                                                                                                                                                                   |  |                          | 342,946    |                            |   | 956,289   
|Due to directors                                                                                                                                                              |  |                          | 1,143,654  |                            |   | 1,544,350 
|Current portion of promissory notes                                                                                                                                           |  |                          | 475,284    |                            |   | 461,284   
|                                                                                                                                                                              |  |                          |            |                            |   |           
|TOTAL CURRENT LIABILITIES                                                                                                                                                     |  |                          | 9,196,195  |                            |   | 11,897,851
|                                                                                                                                                                              |  |                          |            |                            |   |           
|OTHER LIABILITIES                                                                                                                                                             |  |                          |            |                            |   |           
|Convertible promissory notes, net of discount                                                                                                                                 |  |                          | 3,890,994  |                            |   | 3,653,352 
|                                                                                                                                                                              |  |                          |            |                            |   |           
|TOTAL LIABILITIES                                                                                                                                                             |  |                          | 13,087,189 |                            |   | 15,551,203
|                                                                                                                                                                              |  |                          |            |                            |   |           
|SHAREHOLDERS EQUITY                                                                                                                                                          |  |                          |            |                            |   |           
|Preferred stock, $0.001 par value, 10,000,000 shares authorized, 100,000 shares issued and outstanding                                                                        |  |                          | 100        |                            |   | 100       
|Common stock, $0.001 par value, 200,000,000 shares authorized, 12,033,946 and 11,511,317 shares issued and outstanding as of June 30,
2008 and December 31, 2007 respectively |  |                          | 12,034     |                            |   | 11,511    
|Additional paid-in capital                                                                                                                                                    |  |                          | 61,564,912 |                            |   | 57,142,204
|Accumulated other comprehensive income                                                                                                                                        |  |                          | 8,986,488  |                            |   | 4,590,060 
|Retained earnings (deficit)                                                                                                                                                   |  |                          | 27,522     |                            |   | 2,373,825 
|Appropriation of retained earnings (reserves)                                                                                                                                 |  |                          | 4,981,386  |                            |   | 4,657,963 
|                                                                                                                                                                              |  |                          |            |                            |   |           
|TOTAL SHAREHOLDERS EQUITY                                                                                                                                                    |  |                          | 75,572,442 |                            |   | 68,775,663
|                                                                                                                                                                              |  |                          |            |                            |   |           
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                    |  | $                        | 88,659,631 |                            | $ | 84,326,866
|                                                                                                                                                                              |  |                          |            |                            |   |           

The accompanying notes are an integral part of the consolidated financial statements.



4



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HQ SUSTAINABLE MARITIME INDUSTRIES, INC. AND SUBSIDIARIES

(INCORPORATED IN THE STATE OF DELAWARE WITH LIMITED LIABILITY)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|---------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | - | ---------- | ------------ |  | - | ------------ | - |  | - | ---------- | -
|                                               |  | Three Months Ended |            |   | Six Months Ended |  
|                                               |  | June 30,2008       |            |   | June 30,2007     |   |            | June 30,2008 |  |   | June 30,2007 |  
|SALES                                          |  | $                  | 14,531,487 |   |                  | $ | 13,660,698 |              |  | $ | 23,741,977   |   |  | $ | 21,510,428 |  
|COST OF SALES                                  |  |                    | 9,572,610  |   |                  |   | 7,135,365  |              |  |   | 14,883,312   |   |  |   | 12,394,649 |  
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|GROSS PROFIT                                   |  |                    | 4,958,877  |   |                  |   | 6,525,333  |              |  |   | 8,858,665    |   |  |   | 9,115,779  |  
|SELLING AND DISTRIBUTION EXPENSES              |  |                    | 324,932    |   |                  |   | 246,366    |              |  |   | 554,108      |   |  |   | 344,979    |  
|MARKETING AND ADVERTISING                      |  |                    | 1,286,532  |   |                  |   | 1,263,891  |              |  |   | 2,451,050    |   |  |   | 2,507,977  |  
|GENERAL AND ADMINISTRATIVE EXPENSES            |  |                    | 1,943,675  |   |                  |   | 1,343,993  |              |  |   | 3,396,475    |   |  |   | 2,316,930  |  
|DEPRECIATION AND AMORTIZATION                  |  |                    | 362,508    |   |                  |   | 313,397    |              |  |   | 702,263      |   |  |   | 608,082    |  
|PROVISION FOR DOUBTFUL ACCOUNTS                |  |                    | 892,390    |   |                  |   | 284,441    |              |  |   | 881,852      |   |  |   | 506,241    |  
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|INCOME FROM OPERATIONS                         |  |                    | 148,840    |   |                  |   | 3,073,245  |              |  |   | 872,917      |   |  |   | 2,831,570  |  
|FINANCE COSTS                                  |  |                    | 803,219    |   |                  |   | 1,545,397  |              |  |   | 2,442,624    |   |  |   | 2,813,602  |  
|OTHER EXPENSES/(INCOME)                        |  |                    | 0          |   |                  |   | (4,850     | )            |  |   | 1,765        |   |  |   | (14,047    | )
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|(LOSS)/INCOME BEFORE INCOME TAXES              |  |                    | (654,379   | ) |                  |   | 1,532,698  |              |  |   | (1,571,472   | ) |  |   | 32,015     |  
|INCOME TAXES                                   |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|CURRENT                                        |  |                    | 339,059    |   |                  |   | 700,617    |              |  |   | 451,409      |   |  |   | 766,429    |  
|DEFERRED                                       |  |                    |           |   |                  |   |           |              |  |   |             |   |  |   |           |  
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|NET (LOSS)/PROFIT ATTRIBUTABLE TO SHAREHOLDERS |  |                    | (993,438   | ) |                  |   | 832,081    |              |  |   | (2,022,881   | ) |  |   | (734,414   | )
|OTHER COMPREHENSIVE INCOME                     |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|FOREIGN CURRENCY TRANSLATION GAIN/ (LOSS)      |  |                    | 1,632,587  |   |                  |   | (9,019     | )            |  |   | 4,396,430    |   |  |   | (14,626    | )
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|COMPREHENSIVE INCOME (LOSS)                    |  | $                  | 639,149    |   |                  | $ | 823,062    |              |  | $ | 2,373,549    |   |  | $ | (749,040   | )
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|NET INCOME/(LOSS) PER SHARE                    |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|BASIC (AFTER REVERSE SPLIT)                    |  | $                  | (0.083     | ) |                  | $ | 0.110      |              |  | $ | (0.172       | ) |  | $ | (0.103     | )
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|DILUTED (AFTER REVERSE SPLIT)                  |  | $                  | (0.083     | ) |                  | $ | 0.09       |              |  | $ | (0.172       | ) |  | $ | (0.103     | )
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|WEIGHTED AVERAGE COMMON SHARE OUTSTANDING      |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|BASIC (AFTER REVERSE SPLIT)                    |  |                    | 11,908,183 |   |                  |   | 7,556,129  |              |  |   | 11,740,012   |   |  |   | 7,120,337  |  
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  
|DILUTED (AFTER REVERSE SPLIT)                  |  |                    | 11,908,183 |   |                  |   | 8,792,712  |              |  |   | 11,740,012   |   |  |   | 7,120,337  |  
|                                               |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |            |  

The accompanying notes are an integral part of the consolidated financial statements.



5



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HQ SUSTAINABLE MARITIME INDUSTRIES, INC. AND SUBSIDIARIES

(INCORPORATED IN THE STATE OF DELAWARE WITH LIMITED LIABILITY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007



|                                                                        |  |      |            |   |      |   |            |  
|----------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                        |  | 2008 |            |   | 2007 |  
|OPERATING ACTIVITIES                                                    |  |      |            |   |      |   |            |  
|Net loss                                                                |  | $    | (2,022,881 | ) |      | $ | (734,414   | )
|Non-cash items:                                                         |  |      |            |   |      |   |            |  
|Depreciation and amortization                                           |  |      | 702,263    |   |      |   | 608,082    |  
|Loss on disposal of fixed assets                                        |  |      | 1,765      |   |      |   |            |  
|Financial and other non-cash services                                   |  |      | 2,735,109  |   |      |   | 2,212,508  |  
|Change in non-cash working capital items:                               |  |      |            |   |      |   |            |  
|Inventories                                                             |  |      | (1,681,529 | ) |      |   | 61,661     |  
|Trade receivables, net of provisions                                    |  |      | (3,843,826 | ) |      |   | 607,088    |  
|Prepayments                                                             |  |      | (174,980   | ) |      |   | 16,217     |  
|Accounts payables and accrued liabilities                               |  |      | 247,550    |   |      |   | 734,021    |  
|Taxes (recoverable)/payable                                             |  |      | (613,343   | ) |      |   | 544,899    |  
|                                                                        |  |      |            |   |      |   |            |  
|Cash flow used in operating activities                                  |  |      | (4,649,872 | ) |      |   | 4,050,062  |  
|                                                                        |  |      |            |   |      |   |            |  
|INVESTING ACTIVITIES                                                    |  |      |            |   |      |   |            |  
|Acquisition of property, plant and equipment                            |  |      | (1,423,812 | ) |      |   | (706,021   | )
|Sales proceeds of disposal of fixed assets                              |  |      | 2,375      |   |      |   |            |  
|Construction in progress                                                |  |      | (1,535,563 | ) |      |   | (282,671   | )
|                                                                        |  |      |            |   |      |   |            |  
|Cash flow used in investing activities                                  |  |      | (2,957,000 | ) |      |   | (988,692   | )
|                                                                        |  |      |            |   |      |   |            |  
|FINANCING ACTIVITIES                                                    |  |      |            |   |      |   |            |  
|Cash proceeds from issuance of common stock                             |  |      | 137,536    |   |      |   | 4,075,000  |  
|Due (to)/from directors                                                 |  |      | (400,696   | ) |      |   | (27,234    | )
|Receipts/(repayment) from/(to) related parties                          |  |      |            |   |      |   | (46,063    | )
|Bank loan repayments                                                    |  |      |            |   |      |   | (99,662    | )
|Deferred expenses                                                       |  |      |            |   |      |   | 122,677    |  
|                                                                        |  |      |            |   |      |   |            |  
|Cash flow from financing activities                                     |  |      | (263,160   | ) |      |   | 4,024,718  |  
|                                                                        |  |      |            |   |      |   |            |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                 |  |      | (7,870,032 | ) |      |   | 7,086,088  |  
|EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS            |  |      | 3,772,667  |   |      |   | 331,657    |  
|Cash and cash equivalents, beginning of period                          |  |      | 46,959,908 |   |      |   | 11,389,375 |  
|                                                                        |  |      |            |   |      |   |            |  
|Cash and cash equivalents, end of period                                |  | $    | 42,862,543 |   |      | $ | 18,807,120 |  
|                                                                        |  |      |            |   |      |   |            |  
|SUPPLEMENTARY CASH FLOWS DISCLOSURES                                    |  |      |            |   |      |   |            |  
|Interest paid                                                           |  | $    |           |   |      | $ | 114,758    |  
|                                                                        |  |      |            |   |      |   |            |  
|Taxes paid                                                              |  | $    | 1,064,752  |   |      | $ | 714,490    |  
|                                                                        |  |      |            |   |      |   |            |  
|SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |  |      |            |   |      |   |            |  
|Common shares issued for services                                       |  | $    | 4,375,432  |   |      | $ | 158,000    |  
|                                                                        |  |      |            |   |      |   |            |  

The accompanying notes are an integral part of the financial statements.



6



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HQ SUSTAINABLE MARTIME INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

JUNE 30, 2008

NOTE 1 - BASIS OF PRESENTATION

The unaudited condensed consolidated financial statements of HQ Sustainable Maritime
Industries, Inc., (HQS), have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all the information and footnotes required by accounting principles generally accepted in United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal
recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim periods. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal
year. The condensed consolidated balance sheet information as of December 31, 2007 was derived from the audited consolidated financial statements included in the Companys Annual Report Form 10K. These interim financial statements
should be read in conjunction with that report.

NOTE 2 - NATURE OF COMPANY

HQ Sustainable Maritime Industries, Inc. (HQSM) was initially incorporated as Sharon Capital Corporation, or Sharon, on September 21, 1989 under the laws of the State of Nevada. Sharon was a
blind pool/blank check corporation organized for the purpose of purchasing, merging with or acquiring a business or assets from another company. In July 1990, Sharon was changed to PEI, Inc., which was subsequently changed to Process
Equipment, Inc. in November 1990. On March 17, 2004, Process Equipment, Inc., Process Equipment Acquisition Corporation, a Nevada corporation and whollyowned subsidiary of Process Equipment, Inc., or PEAC, and Jade Profit Investment
Limited, or Jade, a British Virgin Islands limited liability corporation, entered into an agreement and plan of merger. Pursuant to that agreement, Process Equipment, Inc., through PEAC, acquired Jade, and 84.42% ownership in Jades subsidiary
Hainan Quebec Ocean Fishing Co. Ltd, a Peoples Republic of China, limited liability corporation, which we refer to as HQOF. As a result of that transaction, HQOF became our main operating subsidiary. In April of 2004, pursuant to the above
agreement and plan of merger, the board of directors of Process Equipment, Inc. and a majority of the stockholders approved a name change and change of domicile of that company to Delaware via a merger with the newly formed whollyowned
Delaware subsidiary, HQSM. The name change, change of domicile and merger became effective on May 19, 2004, with HQSB being the surviving entity in the merger and acquiring all the assets and liabilities of Process Equipment, Inc. On
August 17, 2004, we have entered into a Purchase Agreement with SinoSult Canada (S.S.C.) Limited, a Canadian limited liability corporation (SSC), whereby we acquired Sealink Wealth Limited (Sealink), SSCs
wholly owned subsidiary incorporated in the British Virgin Islands. That purchase agreement has been filed as an exhibit to our current report on Form 8K filed with the Commission on August 18, 2004. Sealink is the sole owner of Hainan Jiahua
Marine BioProducts Co. Ltd., a limited liability company existing in China (Jiahua Marine) which is primarily engaged in the production and sales of marine bioproducts and healthcare products in the PRC, as described in more
detail in the above current report. Also as previously disclosed, in the same current report, SSC is owned by three of our current directors and executive officers who are also, together, indirect beneficial owners of the majority of our capital
stock.

Further, as previously disclosed in the above current report, effective August 17, 2004, HQSM caused Jade Profit Investment Limited, its
whollyowned subsidiary, to acquire the minority equity interest equal to 15.58% that Jade did not already own in HQOF, HQSMs principal operating subsidiary. This purchase was effected by Jade pursuant to the Purchase Agreement, dated as
of August 17, 2004, between Jade and Hainan Fuyuan Investment Company Limited, the holder of the minority equity interest of HQOF being acquired by Jade. Jade has previously obtained all requisite governmental approvals in the PRC in order to
consummate this transaction.

HQS is principally engaged in the vertically integrated business of aquaculture through cooperative supply agreements,
ocean product harvesting, and processing and sales of farmbred and ocean harvested aquatic products. The principal products of HQOF are crossbred hybrid of tilapia and whitelegged shrimp exporting, directly and indirectly, to the
United States, Canada, Japan and European countries. The major market is for export.

The Group has also engaged in the production and sales of marine
bioproducts and healthcare products in the PRC. The principal products of Hainan Jiahua Marine BioProduct Company Limited (100% hold subsidiary of Sealink) is Shark Cartilage Capsule, Shark Liver Oil and Shark Liver (Soft gel). The major
market is domestic in the PRC.



7



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NOTE 3 - USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those
estimates.

NOTE 4 - EARNINGS PER SHARE

Basic earnings
per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share are computed similar to basic earnings per share except that the
denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were diluted.

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of
financial instruments including cash and cash equivalents, receivables, accounts payable and accrued expenses and debt, approximates their fair value at June 30, 2008 and December 31, 2007 due to the relatively short-term nature of these
instruments.

NOTE 6 - INVENTORIES

Inventories are
stated at the lower of cost and net realizable value. Cost is calculated on the weighted average basis and includes all costs to acquire and other costs incurred in bringing the inventories to their present location and condition. We evaluate the
net realizable value of inventories on a regular basis and record a provision for loss to reduce the computed weighted average cost if it exceeds the net realizable value.

The inventories at June 30, 2008 and December 31, 2007 are summarized as follows:



|                 |  |              |           |                  |   |        
|---------------- |  | ------------ | --------- | ---------------- | - | -------
|                 |  | June 30,2008 |           | December 31,2007
|Raw materials    |  | $            | 335,878   |                  | $ | 288,656
|Work-in-progress |  |              | 173,437   |                  |   | 106,756
|Finished goods   |  |              | 2,049,930 |                  |   | 482,304
|                 |  |              |           |                  |   |        
|                 |  | $            | 2,559,245 |                  | $ | 877,716
|                 |  |              |           |                  |   |        

NOTE 7 - FOREIGN CURRENCY TRANSLATION

We follow SFAS No. 52, Foreign Currency Translation, for both the translation and re-measurement of balance sheet and income statement items into U.S. dollars. Resulting translation adjustments are
reported as a separate component of accumulated comprehensive income (loss) in stockholders equity.

We maintains our books and accounting records in
Renminbi (RMB), the PRCs currency, being the functional currency. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and
liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date.

On
January 1, 1994, the PRC government introduced a single rate of exchange as quoted daily by the Peoples Bank of China (the Unified Exchange Rate). The quotation of the exchange rates does not imply free convertibility of RMB
to other foreign currencies. All foreign exchange transactions continue to take place either through the Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the Peoples Bank of China.
Approval of foreign currency payments by the Bank of China or other institutions requires submitting a payment application form together with suppliers invoices, shipping documents and signed contracts.



8



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NOTE 8 - INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Companys subsidiaries registered in the PRC are subject to state and local income taxes within the PRC at the applicable tax rates on the taxable income as
reported in their PRC statutory financial statements in accordance with the relevant income tax laws applicable to foreign enterprises. HQOF and Jiahua Marine were subject to a tax rate of 0% and 18%, respectively during this quarter, in accordance
with new tax laws in the PRC effective January 2008.

Income taxes are calculated on a separate entity basis. Currently there is no tax benefit or burden
recorded for the United States.



9



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NOTE 9 - CONVERTIBLE PROMISSORY NOTES AND WARRANTS

Effective January 25, 2006, the Company completed a financing transaction with a group of private investors for an amount of $5,225,000. After deducting commissions and other costs of the offering of $522,500,
the Company received net proceeds of $4,702,500. The Notes were due and totally repaid on January 25, 2008. The Notes were convertible into shares of the Companys Common Stock at a per share conversion price at the rate of $6.00 per share
of Common Stock. The Company follows EITF 0027, the issue 985 model in recording the convertible notes and warrants in its financial statements. The Notes were accruing interest on the principal amount at a rate per annum of eight
percent (8%) from January 25, 2006 payable in arrears, subject to the terms and conditions of the Notes, together with principal amount payments, up to January 25, 2008.

One Class A Warrant and one Class B Warrant were issued for each two shares of Common Stock which would be issued on the Closing Date assuming the complete conversion of the Note issued on the Closing Date at the
rate of $6.00 per share of Common Stock. The exercise price to acquire a share of Common Stock upon exercise of a Class A or B Warrant shall be $6.00. The Class A Warrants shall be exercisable until January 25, 2009 (three
(3) years after the closing of the financing). The Class B Warrants shall be exercisable until January 25, 2011 (five (5) years after the closing of the financing). The Company also issued certain Finders Warrants to purchase
87,083 shares of Common Stock similar to and carrying the same rights as the Class B Warrants issuable to the Investors. The offer and sale of the securities above were effected in reliance on the exemptions for sales of securities not involving a
public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the Securities Act) and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D.

The Company evaluated the convertible debt and warrants under the guide EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and potentially
Settled in, a Companys Own Stock, with regards to the control over the form of ultimate settlement of the instruments. The Company classified the warrants as equity under the guide EITF 00-19. The related registration statement became
effective on June 15, 2006.

Furthermore, effective November 8, 2006, the Company
completed another financing transaction with a group of private investors for an amount of $5,000,000, bearing interest at 6.5% per annum. The financing consisted of two components: (a) promissory notes of the Company, in the principal
aggregate amount of $5,000,000 due November 1, 2009 and (b) warrants registered in the name of each Investor to purchase an aggregate of up to 200,000 shares of our Common Stock. The Notes are convertible into shares of the Companys
$0.001 par value Common Stock at a conversion price of $5.00 per share. The Warrants expire on the fifth (5th) anniversary of the effective date of
the reverse stock split. The exercise price to acquire a share of Common Stock is equal to the Conversion Price under the Notes, currently at the rate of $5.00 per share of Common Stock.



10



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NOTE 10 - SEGMENTS

No geographical segment analysis is provided for the three months and six months ended June 30, 2008 and 2007, respectively, as less than 10% of consolidated revenues and less than 10% of consolidated income from operations is
attributable to the segment other than the Mainland China.

Business segment for the three months ended June 30, 2008



|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  
|----------------------------------- |  | ------------------ | ---------- | - | --------------------- | - | ---------- | ---------------- |  | - | ------------- | - |  | - | ---------- | -
|                                    |  | AquacultureProduct |            |   | Health andBio-product |   |            | UnallocatedItems |  |   | Consolidation |  
|Sales to external customers         |  | $                  | 9,602,065  |   |                       | $ | 4,929,422  |                  |  | $ |              |   |  | $ | 14,531,487 |  
|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  
|Selling and distribution expenses   |  |                    | 171,094    |   |                       |   | 153,838    |                  |  |   |              |   |  |   | 324,932    |  
|Marketing and advertising           |  |                    |           |   |                       |   | 1,286,532  |                  |  |   |              |   |  |   | 1,286,532  |  
|General and administrative expenses |  |                    | 294,854    |   |                       |   | 185,643    |                  |  |   | 1,463,178     |   |  |   | 1,943,675  |  
|Depreciation and amortization       |  |                    | 187,507    |   |                       |   | 111,275    |                  |  |   | 63,726        |   |  |   | 362,508    |  
|Provision of doubtful accounts      |  |                    | 244,095    |   |                       |   | 648,295    |                  |  |   |              |   |  |   | 892,390    |  
|Finance costs                       |  |                    | (924       | ) |                       |   | (22,491    | )                |  |   | 826,634       |   |  |   | 803,219    |  
|Income/(loss) before taxes          |  |                    | 592,984    |   |                       |   | 1,200,560  |                  |  |   | (2,447,923    | ) |  |   | (654,379   | )
|Income taxes                        |  |                    |           |   |                       |   | 339,059    |                  |  |   |              |   |  |   | 339,059    |  
|Net Income/(loss) for the period    |  |                    | 592,984    |   |                       |   | 861,501    |                  |  |   | (2,447,923    | ) |  |   | (993,438   | )
|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  
|Segment assets                      |  | $                  | 41,991,927 |   |                       | $ | 27,458,037 |                  |  | $ | 19,209,667    |   |  | $ | 88,659,631 |  
|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  
|Segment liabilities                 |  | $                  | 2,875,274  |   |                       | $ | 1,472,352  |                  |  | $ | 8,739,563     |   |  | $ | 13,087,189 |  
|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  

Business segment for the three months ended June 30, 2007



|                                    |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |           
|----------------------------------- |  | ------------------ | ---------- | - | --------------------- | - | ---------------- |  | - | ------------- | - |  | - | ----------
|                                    |  | AquacultureProduct |            |   | Health andBio-product |   | UnallocatedItems |  |   | Consolidation
|Sales to external customers         |  | $                  | 8,837,657  |   |                       | $ | 4,823,041        |  | $ |              |   |  | $ | 13,660,698
|                                    |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |           
|Selling and distribution expenses   |  |                    | 101,190    |   |                       |   | 145,176          |  |   |              |   |  |   | 246,366   
|Marketing and advertising           |  |                    |           |   |                       |   | 1,263,891        |  |   |              |   |  |   | 1,263,891 
|General and administrative expenses |  |                    | 149,712    |   |                       |   | 60,726           |  |   | 1,133,555     |   |  |   | 1,343,993 
|Depreciation and amortization       |  |                    | 167,888    |   |                       |   | 92,396           |  |   | 53,113        |   |  |   | 313,397   
|Provision of doubtful accounts      |  |                    | 7,319      |   |                       |   | 277,122          |  |   |              |   |  |   | 284,441   
|Finance costs                       |  |                    | (1,461     | ) |                       |   | 14,949           |  |   | 1,531,909     |   |  |   | 1,545,397 
|Income/(loss) before taxes          |  |                    | 2,074,780  |   |                       |   | 2,271,228        |  |   | (2,813,310    | ) |  |   | 1,532,698 
|Income taxes                        |  |                    | 307,834    |   |                       |   | 406,655          |  |   | (13,872       | ) |  |   | 700,617   
|Net income (loss) for the period    |  |                    | 1,766,946  |   |                       |   | 1,864,573        |  |   | (2,799,438    | ) |  |   | 832,081   
|                                    |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |           
|Segment assets                      |  | $                  | 27,640,829 |   |                       | $ | 18,862,142       |  | $ | 2,229,609     |   |  | $ | 48,732,580
|                                    |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |           
|Segment liabilities                 |  | $                  | 2,263,566  |   |                       | $ | 2,631,667        |  | $ | 6,851,265     |   |  | $ | 11,746,498
|                                    |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |           



11



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Business segment for the six months ended June 30, 2008



|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  
|----------------------------------- |  | ------------------ | ---------- | - | --------------------- | - | ---------- | ---------------- |  | - | ------------- | - |  | - | ---------- | -
|                                    |  | AquacultureProduct |            |   | Health andBio-product |   |            | UnallocatedItems |  |   | Consolidation |  
|Sales to external customers         |  | $                  | 16,129,532 |   |                       | $ | 7,612,445  |                  |  | $ |              |   |  | $ | 23,741,977 |  
|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  
|Selling and distribution expenses   |  |                    | 294,005    |   |                       |   | 260,103    |                  |  |   |              |   |  |   | 554,108    |  
|Marketing and advertising           |  |                    |           |   |                       |   | 2,451,050  |                  |  |   |              |   |  |   | 2,451,050  |  
|General and administrative expenses |  |                    | 441,140    |   |                       |   | 328,115    |                  |  |   | 2,627,220     |   |  |   | 3,396,475  |  
|Depreciation and amortization       |  |                    | 361,384    |   |                       |   | 214,515    |                  |  |   | 126,364       |   |  |   | 702,263    |  
|Provision of doubtful accounts      |  |                    | 251,171    |   |                       |   | 630,681    |                  |  |   |              |   |  |   | 881,852    |  
|Finance costs                       |  |                    | (19,438    | ) |                       |   | (40,531    | )                |  |   | 2,502,593     |   |  |   | 2,442,624  |  
|Income/(loss) before taxes          |  |                    | 1,912,378  |   |                       |   | 1,749,810  |                  |  |   | (5,233,660    | ) |  |   | (1,571,472 | )
|Income taxes                        |  |                    |           |   |                       |   | 451,409    |                  |  |   |              |   |  |   | 451,409    |  
|Net Income/(loss) for the period    |  |                    | 1,912,378  |   |                       |   | 1,298,401  |                  |  |   | (5,233,660    | ) |  |   | (2,022,881 | )
|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  
|Segment assets                      |  | $                  | 41,991,927 |   |                       | $ | 27,458,037 |                  |  | $ | 19,209,667    |   |  | $ | 88,659,631 |  
|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  
|Segment liabilities                 |  | $                  | 2,875,274  |   |                       | $ | 1,472,352  |                  |  | $ | 8,739,563     |   |  | $ | 13,087,189 |  
|                                    |  |                    |            |   |                       |   |            |                  |  |   |               |   |  |   |            |  

Business segment for the six months ended June 30, 2007



|                                             |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |            |  
|-------------------------------------------- |  | ------------------ | ---------- | - | --------------------- | - | ---------------- |  | - | ------------- | - |  | - | ---------- | -
|                                             |  | AquacultureProduct |            |   | Health andBio-product |   | UnallocatedItems |  |   | Consolidation |  
|Sales to external customers                  |  | $                  | 14,467,901 |   |                       | $ | 7,042,527        |  | $ |              |   |  | $ | 21,510,428 |  
|                                             |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |            |  
|Selling and distribution expenses            |  |                    | 157,527    |   |                       |   | 187,452          |  |   |              |   |  |   | 344,979    |  
|Marketing and advertising                    |  |                    |           |   |                       |   | 2,507,977        |  |   |              |   |  |   | 2,507,977  |  
|General and administrative expenses          |  |                    | 276,355    |   |                       |   | 124,642          |  |   | 1,915,933     |   |  |   | 2,316,930  |  
|Depreciation and amortization                |  |                    | 333,583    |   |                       |   | 168,273          |  |   | 106,226       |   |  |   | 608,082    |  
|(Recovery of)/provision of doubtful accounts |  |                    | 5,085      |   |                       |   | 501,156          |  |   |              |   |  |   | 506,241    |  
|Finance costs                                |  |                    | (6,956     | ) |                       |   | 26,409           |  |   | 2,794,149     |   |  |   | 2,813,602  |  
|Income/(loss) before taxes                   |  |                    | 2,514,090  |   |                       |   | 2,419,448        |  |   | (4,901,523    | ) |  |   | 32,015     |  
|Income taxes                                 |  |                    | 341,410    |   |                       |   | 438,891          |  |   | (13,872       | ) |  |   | 766,429    |  
|Net income (loss) for the period             |  |                    | 2,172,680  |   |                       |   | 1,980,557        |  |   | (4,887,651    | ) |  |   | (734,414   | )
|                                             |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |            |  
|Segment assets                               |  | $                  | 27,640,829 |   |                       | $ | 18,862,142       |  | $ | 2,229,609     |   |  | $ | 48,732,580 |  
|                                             |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |            |  
|Segment liabilities                          |  | $                  | 2,263,566  |   |                       | $ | 2,631,667        |  | $ | 6,851,265     |   |  | $ | 11,746,498 |  
|                                             |  |                    |            |   |                       |   |                  |  |   |               |   |  |   |            |  

NOTE 11 - CAPITAL COMMITMENT

A. CAPITAL COMMITMENTS

As of June 30, 2008, there were capital commitments amounting to $2,834,142, mostly related to
the construction work of the feed mill and machinery purchase for the aquaculture product factory.

B. LEASE COMMITMENTS

The Company has entered into operating leases, for rental of office space and other services, which expire on different dates. The minimum future payments under these
commitments for the next five years are as follows:



|      |  |   |        
|----- |  | - | -------
|2008  |  | $ | 64,448 
|2009  |  |   | 64,448 
|2010  |  |   | 64,448 
|2011  |  |   | 64,448 
|2012  |  |   | 24,977 
|      |  |   |        
|Total |  | $ | 282,769

NOTE 12 - RECENT PRONOUNCEMENTS

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. This Statement applies
to all entities, including not-for-profit organizations. SFAS 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. As such, the Company is required to adopt these provisions at the
beginning of the fiscal year ended December 31, 2008. The Company is currently evaluating the impact of SFAS 159 on its consolidated financial statements.



12



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In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard
(SFAS) No. 141(R), Business Combinations. SFAS 141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities
assumed, an any non controlling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 141(R) on its consolidated financial statements but does not expect it to have a material
effect.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 160,
Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements but does not expect it to have a material effect.

NOTE 13 - LEGAL PROCEEDINGS

With the exception of the proceeding described below, we are currently not involved in
any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
selfregulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our
companys or our companys subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

On February 7, 2006, Westminster Securities Corp. (Westminster) and John OShea (OShea) filed a claim against us with the American Arbitration Association (AAA).
Westminster claimed we violated an exclusivity provision of the letter agreement between Westminster and us which purportedly required us to use Westminster as our investment banking firm for all transactions for a period of three years.
Westminster, alleged damages for a claimed breach of an April 2004 stock purchase agreement by our issuance of S-8 shares to certain other people. In January 2008, the AAA rendered a decision finding in favor of Westminster on certain claims and
denying others. Consequently, the Company will be required to modify the strike price on the Series C and Series D warrants that were issued to Westminster and OShea. In May 2008, after the appealing process, the AAA confirmed its
original judgment and the Company had to pay and paid an amount of $621,000 in cash to Westminster and issued a total of 79,399 common shares to Westminster and OShea as final settlement.

On July 30, 2007, First Cosmos Investments Limited, Sunny Future Group Limited and Newluck International Limited filed suit against HQ Sustainable Maritime
Industries, Inc., Jade Profit Investment Limited, Red Coral Group Limited, Harry Wang, Lillian Wang and Norbert Sporns in the Court of Chancery of the State of Delaware. The suit asserts claims against all of the defendants for alleged breaches of
certain Subscription Agreements and Stamped Agreements entered into by the defendants, and accuses Harry Wang, Lillian Wang and Norbert Sporns of various alleged breaches of fiduciary duty. The plaintiffs are seeking compensable, general and
consequential damages in an unspecified sum. We have reviewed the complaint and believe that there is neither procedural nor substantive merit to the lawsuit. We believe that the lawsuit is subject to dismissal for lack of personal and subject
matter jurisdiction, for failure to state a claim upon which relief may be granted, and for failure to assert the claims in a timely manner.



13



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|ITEM 2. | MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
|------- | --------------------------------------------------------

GENERAL OVERVIEW

We are a leader in toxin free integrated aquaculture and aquatic product processing, with processing facilities located in
Hainan, PRC. We market our products in Asia, America and Europe. We have two processing plants in Hainan, one that processes aquatic products providing toxinfree tilapia and other aquatic products, and the other one that processes marine bio
and healthcare products. We seek to expand our operations through additional processing facilities in China and marketing efforts throughout North America and Europe.

Recently, we announced that we had entered into a conditional agreement with the government of Tayang Town in the Province of Hainan, PRC, in order to work with the cooperative farms capable of producing some 20,000
tonnes of live weight tilapia. We expect this agreement to result in doubling the farming capacity available to us. This agreement is conditional on the completion of a financing for the construction of a new feed mill and processing plant in the
immediate vicinity of the farms.

Furthermore, we also announced that we strengthened our sales force in the United States by recruiting Mr. Trond
Ringstad as our Executive Vice-President Sales and Distribution. His experience in servicing the fish industry will impact significantly on the demand for our products.

In addition, from the first quarter of 2004, following our reverse merger with Process Equipment, Inc., we have been operating under the name of HQSM. At that time, we owned 84.4% of HQOF, currently our principal
operating subsidiary that processes our seafood products; in August 2004 we acquired the remaining ownership interest that we did not already own in HQOF. In August 2004, we acquired 100% interest in our other current wholly-subsidiary Jiahua Marine
which operates a marine bio and healthcare plant, including nutraceuticals, in Hainan Province, China.

The following Managements Discussion and
Analysis (MD&A) is intended to help the reader understand our Group. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes (Notes).

Our principal executive office is located at 1511, Third Avenue, Suite 788, Seattle, Washington, and our telephone number is (206) 621 9888. The URL
for our website is http://www.hqfish.com.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

You should read the following discussion of our financial condition and operations in conjunction with the consolidated financial statements and the related notes
included elsewhere in this quarterly report. This quarterly report contains forwardlooking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases such as anticipate, expect, intend, plan, will, we believe, our company believes,
management believes and similar language. The forwardlooking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including our ability to (1) obtain sufficient
capital or a strategic business arrangement to fund our expansion plans; (2) build the management and human resources infrastructure necessary to support the growth of our business; (3) competitive factors and developments beyond our
control; and (4) those other risk factors, uncertainties and assumptions that are set forth in the discussion under the headings captioned Business, Risk Factors, and Managements Discussion and
Analysis. Our actual results may differ materially from results anticipated in these forwardlooking statements. We base the forwardlooking statements on information currently available to us, and we assume no obligation to update
or revise them, whether as a result of new information, future events or otherwise. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such
comparisons cannot be relied upon as indicators of future performance.

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10Q.

CRITICAL
ACCOUNTING POLICIES AND ESTIMATES

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and
on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Companys consolidated financial statements.

Inventories

Inventories are stated at the lower of cost and net
realizable value. Cost is calculated on the weighted average basis and includes all costs to acquire and other costs incurred in bringing the inventories to their present location and condition. The Company evaluates the net realizable value of its
inventories on a regular basis and records a provision for loss to reduce the computed weighted average cost if it exceeds the net realizable value.

Income Taxes

Taxes are calculated in accordance with taxation principles currently effective in the PRC. The Company accounts for income
taxes under the provision of Statements of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial
statements or tax returns. The Company accounts for income taxes using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.



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Related Parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also
considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.

Revenue Recognition

In accordance with the provisions of Staff Accounting Bulletin No. 103, revenue is recognized when merchandise is
shipped and title passes to the customer and collectibility is reasonably assured.

Concentration of Credit Risk

Financial instruments that potentially subject our company to significant concentrations of credit risk consist primarily of trade accounts receivable. We perform ongoing
credit evaluations with respect to the financial condition of its creditors, but do not require collateral. In order to determine the value of our accounts receivable, we record a provision for doubtful accounts to cover probable credit losses. Our
management reviews and adjusts this allowance periodically based on historical experience and its evaluation of the collectibility of outstanding accounts receivable.

Recent developments

On January 1, 2008, a new PRC Enterprise Income Tax Law (EIT) became effective. That new
Law provides, amongst other issues, that income derived from processing of fishery products and processing of agricultural products will be exempt from EIT taxes. Accordingly, our existing fish processing unit and our new feed mill (which is under
construction) will both benefit from a 0% tax rate in 2008 and after. With regards to our neutraceutical unit, the income tax rate increased from 15% in 2007 to 18% in 2008, and will increase yearly until it reaches 25% in 2012.

In January 2008, the Company received Chinese government Organic certification for its tilapia production, processing, labeling, marketing and
management system.

In February 2008, the Company participated in the International Boston Seafood Show, and the Companys CEO was a
panelist on Improving the Safety of Farmed Seafood, part of the conference program.

In April 2008, the Company presented its range of recently
certified organic tilapia products at the All Things Organic & US Food Export Showcase in Chicago, Illinois.

In April 2008, the
Company presented its line of products that meet Aquaculture Certification Council (ACC) Best Aquaculture Practices (BAP) for tilapia aquaculture operations at the European Seafood Exposition.

Results of Operations  Three Months Ended June 30, 2008 as Compared to Three Months Ended June 30, 2007

Total sales for the three months period ended June 30, 2008 increased by 6%, from $13,660,698 in 2007 to $14,531,487 in 2008, The gross profit for the three months
period ended June 30, 2008 fell by 24% to $4,958,877 when compared to the same period of 2007; the overall gross profit ratio went from 47% for the three months period ended in June 30, 2007 to 34% for the corresponding 2008 period. That
reduction in the gross profit ratio originates mostly from increased manufacturing costs in the aquatic product segment combined to a different sales mix in the healthcare products segment. Income from operations for the three months period ended
June 30, was reduced from $3,073,245 in 2007 to $148,840 in 2008. That reduction in income from operations in the current period, when compared to 2007, is mostly due to a combination of reduced gross profit in 2008 as indicated above, coupled
to an increased provision for doubtful accounts from both our segments totaling more than $600,000, in order to provide for potential losses on our receivables, which did not materialize to date. Net income went down from income of $832,081 in 2007
to a net loss of $993,438 in the current 2008 period. That reduction in 2008 was the result of a reduction in income from operations as indicated above, partially offset by a reduction of total finance costs, giving effect to the gradual phasing out
of the non-cash costs relating to warrants amortization costs and embedded conversion option on the promissory notes issued in 2006, which are recognized in accordance with FAS 123R and EITF 00-27, and also offset by a reduction in income taxes as a
new tax legislation became effective in January 01, 2008, reducing our tax rate to 0% in our aquaculture products segment.

By Segments

Manufacturing and Selling of aquatic products

HQ Ocean Fishing Co. Ltd (HQOF), is engaged in the manufacturing and selling of aquatic products. The sales contributed by this segment increased to $9,602,065 for the three months period ended June 30, 2008 compared to $8,837,657 for
the corresponding period of 2007, an improvement of 9%. The related gross profit ratio of this segment went from 28% in 2007 compared to 15% for the three months ended June 30, 2008. The reduction in gross profit in 2008 is due to increased raw
material costs of our fish in 2008 added to increased labor and manufacturing costs. Sales prices increased in the current period, but to a lesser extent than increased processing costs. This segment contributed $592,984 to our net income in the
three months period ended June 30, 2008, as compared to a net income of $1,766,946 for the corresponding period of 2007. That reduction is due to the combination of lesser gross profit as described above added to a provision for doubtful
accounts of more than $237,000 in the current period to provide for potential credit losses on our receivables which did not materialize to date.

Manufacturing and Selling of Marine Bio and Healthcare products

Our other manufacturing subsidiary, Jiahua Marine is engaged in the
manufacturing and selling of Marine Bio and Health-care products. During the three months periods ended June 30, 2008 and 2007, Jiahua Marine realized sales of $4,929,422 and $4,823,041 respectively, an increase of 2%. The gross profit ratio
from this segment fell from 86% in the three months period of 2007 to 72% for the three months ended June 30, 2008. That reduction in the gross profit ratio is due to a sales mix that occurred in 2008, as higher level of products carrying
lesser gross profit were made in 2008. The major expense of this segment is marketing and advertising, and remained stable at 26% of revenues for both periods ended June 30, 2008 and 2007. The net income contributed by this segment was $861,501
for the three months period ended June 30, 2008, compared to $1,864,573 for the corresponding period of 2007. The reduction in net income was mostly due to the combination of reduced gross profit in 2008 added to increased provision for
doubtful accounts of $371,000 in the 2008 period compared to 2007, to provide for credit losses on our receivables which did not materialize to date.



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By Operations

Sales. For the three months ended June 30, 2008 sales increased by $870,789 or 6% to $14,531,487. This improvement in sales resulted from a better performance of both segments in 2008, mostly the aquaculture
product segment which experienced an increase of $764,408 or 9% compared to the same period of 2008. The health and bioproduct segment improved its sales by $106,381 or 2% in the second quarter of 2008 compared to the same period of 2007.

Cost of Sales. Cost of sales increased by $2,437,245 or 34% to $9,572,610 from $7,135,365 for the three months ended June 30,
2008, as compared to the corresponding period of the prior year. Increases in the manufacturing costs in the aquaculture products segment, more importantly the cost of raw materials and manpower, was the major cause of increased costs. The gross
profit ratio fell from 47% for the three months period of 2007 to 34% for the corresponding period of 2008, mostly due to lesser profitability of sales in the aquatic segment, added to a disadvantageous sales mix in the health and bio-products
segment.

Selling and Distribution Expenses. Selling and distribution expenses increased by $78,566 or 32% to $324,932 for the three
months ended June 30, 2008, as compared to the corresponding period of the previous year. The increase originated mostly from higher volume of sales in the aquaculture product segment realized in the current period.

Marketing and Advertising Expenses. Marketing and advertising expenses increased by $22,641 or 2% from $1,263,891 as compared to the corresponding
period of prior year. That marginal increase in 2008 is in line with increased sales in the health and bio-product segment in 2008 as the ratio of marketing and advertising expenses to sales in the health and bio-product remained constant at 26% in
both periods.

General and Administrative Expenses. General and administrative expenses increased by $599,682 or 45% to
$1,943,675 from $1,343,993 as compared to the corresponding period of the previous year. About 60% of the increase is the result of brandingrelated expenses, investors relations and U.S. headquarter expenses while the rest of the
increase originates from additional general and administrative expenses in the subsidiaries where additional activity was created in 2008 compared to 2007.

Depreciation and Amortization. Depreciation and amortization increased by $49,111 to $362,508 in the current quarter when compared to the same quarter of 2007, mainly as a result of acquisition of fixed assets in
the second half of 2007 and first half of 2008, which triggered additional depreciation in the current three month period ended in June 30, 2008.

Provision for doubtful Accounts.Provision for doubtful accounts amounted to $892,390 for the three months ended June 30, 2008 compared to $284,441 for the corresponding period of 2007. The increase in the
provision for 2008 originated from both our segments in order to provide for potential losses in our receivables which did not materialize to date.

Income from Operations. Income from operations for the three months period ending June 30, went from income of $3,073,245 in 2007, down to $148,840 in the corresponding period of 2008. That reduction in
income from operations in the three months period ending June 30, 2008 when compared to 2007 was mostly the result of reduced gross profit from both our segments in 2008, as explained above, coupled with provision for doubtful accounts also
from both our segments in order to cover for potential losses in our receivables which did not materialize to date.

Finance Costs.
Finance costs decreased to $803,219 from $1,545,397 for the three months ended June 30, 2008 as compared to the corresponding period of the previous year. The decrease is due to a combination of reduced amortization of future conversion of
warrants (non-cash) and embedded conversion option (also non-cash) on the promissory notes issued in 2006, as some matured in the first quarter of 2008. Those amortization costs were recognized in accordance with FAS 123R and EITF 00- 27.
Furthermore, included in the finance costs in the three months period ending June 30, 2008 is a non-recurring amount of $702,000 corresponding to the balance of the costs we had to recognize following the final judgement in the current period
on the Westminster Securities and John OShea claims against our Company.

Other (Income)/Expenses. For the three months ended
June 30, 2008, other income was nil while it amounted to $4,850 for the three months period ended June 30, 2007.

(Loss)/Income before
Income Taxes. In the three months period ending June 30, 2008, we incurred a loss before tax of $654,379 compared to an income before tax of $1,532,598 in the corresponding period of 2007. That reduction experienced in 2008 was
the result of reduced gross profit from both segments in the current 2008 period, additional provision for doubtful accounts also from both segments, which were partially offset by reduced finance costs as described above.

Current Income Taxes. Current income taxes decreased by $361,558 to $339,059 in the current three months period of 2008, from $700,617 in the
corresponding period of 2007. That reduction in current income taxes is mostly due to a new tax legislation becoming effective January 1, 2008 which reduced our tax rate to 0% in our aquaculture product segment.

Deferred Income Taxes. There was no deferred income tax recognized in both periods as there was no material timing differences to justify
recognition of such deferred tax expenses.

Net (Loss) Income Attributable to Shareholders. In the three months period ending
June 30, 2008, we incurred a net loss of $993,438 compared to a net income of $832,081 in the corresponding period of 2007. As described above, the reduction in gross profit from both our segments in the current 2008 period added to the
provision for doubtful accounts also from both our segments, partially offset by a reduction in finance costs and income taxes were the most important factors justifying the reduction in net income in 2008.

Results of Operations  Six Months Ended June 30, 2008 as Compared to Six Months Ended June 30, 2007

Total sales for the six months ended June 30, 2008 increased by 10%, from $21,510,428 in 2007 to $23,741,977 in 2008. About 75% of the increase in sales originates
from the aquaculture product segment. Gross profit for the six months period ended June 30, 2008 fell by 3% to $8,858,665 when compared to the same period of 2007. The gross profit ratio for the six months period ended June 30, fell from
42% in 2007 to 37% in 2008. That reduction in the gross profit ratio in 2008 originates from both segments: the aquatic product segment experiencing increased raw materials and manpower costs while the healthcare products segment experienced a
different mix of sales in 2008 compared to 2007. Income from operations for the current six months period decreased from $2,831,570 in June 2007 down to $872,917 in June 2008. That reduction in income from operations experienced in 2008 was mostly
the result of reduced gross profit from both segments, increased general and administrative expenses from both segments and head office, and to increased provision for doubtful accounts in order to provide for potential losses on our receivables
which did not materialize to date. Net loss increased from $734,414 in the six months period ended June 30, 2007 to $2,022,881 in the corresponding period of 2008. The increased net loss of 2008 was the result of reduced income from operations
as described above, which was partially offset by reduced finance costs and income taxes. The reduction in finance costs in 2008 is the result of the gradual phasing out of the amortization of non-cash costs relating to the warrants amortization and
embedded conversion option on the promissory notes issued in 2006 which are recognized in accordance with FAS 123R and EITF 00-27. The reduction of income taxes is the result of a new tax legislation effective from January 1, 2008, which
reduced our tax rate to 0% in our aquaculture product segment.



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Segments

Manufacturing and Selling of aquatic products

HQ Ocean Fishing Co. Ltd (HQOF) is engaged in the manufacturing and selling of aquatic
products. The revenue contributed by this segment increased by $1,661,631 or 11% to $16,129,532 for the six months ended June 30, 2008 compared to $14,467,901 for the corresponding period of 2007. The related gross profit ratio of this segment
went from 23% for the six months period ending in June 2007 compared to 20% in the corresponding period of 2008. The reduction in the gross profit ratio in 2008 originates mostly from increased manufacturing costs experienced in the second quarter
of 2008. This segment contributed $1,912,378 to our net income in the first six months of 2008, as compared to net income of $2,172,680 for the corresponding period of 2007. That reduction is mostly due to the combination of reduced gross profit
experienced in 2008 added to an increased provision for doubtful accounts of about $246,000 to provide for potential credit losses in our receivables which did not materialize to date, offset partially by a reduction in income taxes related to a new
tax legislation becoming effective January 1, 2008 which reduced our tax rate to 0% in our aquaculture product segment.

Manufacturing and
Selling of Marine Bio and Healthcare products

Our other manufacturing subsidiary, Jihua Marine, is engaged in the manufacturing and selling of
Marine Bio and Health-care products. During the six months period ended June 30, 2008 and 2007, Jiahua Marine realized sales of $7,612,445 and $7,042,527 respectively, an increase of $569,918 or 8%. The gross profit ratio from this segment went
from 84% in the six months period ended June 2007 compared to 74% in the corresponding period of 2008. That reduction in the gross profit ratio experienced in 2008 is due to a different sales mix that occurred in 2008, as higher sales of products
with lesser contribution were made. The major expense of this segment continues to be marketing and advertising, corresponding to 32% and 36% of revenues for the six months ended June 30, 2008 and 2007 respectively. The net income contributed
by this segment was $1,298,401 and $1,980,557 for the six months ended June 30, 2008 and 2007, respectively. The reduction in net income was mostly due to the combination of reduced gross profit in 2008 added to an increased provision for
doubtful accounts of about $129,000 to provide for potential credit losses in our receivables which did not materialize to date.

Operations

Sales. For the six months ended June 30, 2008 revenue increased by $2,231,549 or 10% to $23,741,977. This improvement in
sales resulted from increased activities of both segments in 2008, mostly the aquaculture product segment which experienced an increase of $1,661,631 or 11%, while the sales from the health and bio product segment increased by $569,918 or 8% in the
first six months of 2008 compared to the corresponding period of 2007.

Cost of Sales. Cost of sales increased by $2,488,663 or 20% to
$14,883,312 from $12,394,649 for the six months ended June 30, 2008, as compared to the corresponding period of the prior year. The combination of increased volume of sales and increased manufacturing costs (cost of raw materials and manpower)
in the aquaculture product segment experienced in the second quarter of 2008 was the major cause of the increase in cost of sales. The gross profit ratio reduced from 42.4% for the six months ended June 30, 2007 to 37.3% for the same period of
2008. The overall gross profit ratio reduction in the current six months period of 2008 originates from both our segments: the aquaculture product segment which suffered an increase in processing costs, and the health and bio-product segment which
experienced a different mix of products sold.

Selling and Distribution Expenses. Selling and distribution expenses increased by
$209,129 or 61% from $344,979 to $554,108 for the six months ended June 30, 2008, as compared to the corresponding period of the prior year. The increase was the result of higher volume of sales realized in the current period, leading to higher
transportation costs in the first six months of 2008, as compared to that of the corresponding period of 2007.

Marketing and Advertising
Expenses. Marketing and advertising expenses decreased by $56,927 or 2% from $2,507,977, to $2,451,050, as compared to the corresponding period of prior year. They correspond to approximately 32% of bio-product 2008 sales and
36% in 2007. Those advertising expenditures for the promotion of our health and bio-products to achieve customer recognition are consistent with industry practices.

General and Administrative Expenses. General and administrative expenses increased by $1,079,545 or 47% to $3,396,475 from $2,316,930 as compared to the corresponding period of the previous
year. About 65% of the increase results from additional branding-related expenses, investors relations, franchise taxes and other U.S. headquarters expenses while the rest of the increase originates from additional general and administrative
expenses in the subsidiaries where additional activity was created in 2008 compared to 2007.

Depreciation and Amortization.
Depreciation and amortization increased by $94,181 or 16% to $702,263 as compared to the corresponding period of prior year, mainly as a result of acquisition of fixed assets in the second half of 2007 and the first half of 2008, which triggered
additional depreciation during the current period.

Provision for doubtful Accounts.Provision for doubtful accounts amounted to
$881,852 for the six months ended June 30, 2008 compared to $506,241 for the corresponding period of 2007. The increase in the 2008 provision, originating from both our segments, was set up in order to provide for potential losses in our
receivables which did not materialize to date.

Income from Operations. Income from operations for the six months period ending
June 2008 decreased from $2,831,570 in 2007 to $872,917 in the corresponding period of 2008, a reduction of $1,958,653. That reduction in 2008 is mostly the result of a reduction in gross profit contribution from both segments, an increase in
provision for doubtful accounts and increase in general and administrative expenses as described above.

Finance Costs. Finance costs
decreased to $2,442,624 from $2,813,602 for the six months period ended June 30, 2008 when compared to the corresponding period of the prior year, a reduction of $370,978. Included in the 2008 financing costs are the carrying interests on the
promissory notes issued in 2006 added to the continued combination of amortization of the future conversion of warrants (noncash) attributed to investors on those convertible promissory notes, and the amortization of the embedded conversion
option (also noncash) related to the same notes. Those noncash related financial costs were recognized in accordance with FAS 123R and EITF 0027. Such amortization will be repeated quarterly, on a prorata basis, until
maturity of the underlying notes. Furthermore, included in the 2008 finance costs are non-recurring costs of $702,000 corresponding to the balance of costs we had to recognize during the second quarter of 2008, following the final judgement on the
Westminster Securities and John OShea claims against the Company. Finally, the 2008 finance costs also include non-recurring penalties on late filing of the registration statement relating to the underlying shares of the convertible notes
issued in November 2006; that filing document is effective since July 7, 2008.

Other Expenses. For the six months ended
June 30, 2008, $1,765 was reported as other expenses while there were other income of $14,047 for the six months ended June 30, 2007.

(Loss)/Income Before Income Taxes. For the six months period ended June 30, 2008, loss before income taxes amounted to $1,571,472, from an income of $32,015 for the corresponding period of 2007. That reduction
experienced in 2008 was the result of reduced gross profit margin from both segments in 2008, added to increased provision for doubtful accounts and increased general and administrative expenses. The loss was partly offset by a reduction in finance
costs in the first half of 2008.

Current Income Taxes. Current income taxes decreased by $315,020 to $451,409 from $766,429 in the
first six months of 2008. That reduction in current income taxes is mostly due to a new tax legislation that became effective on January 1, 2008 which reduced the income tax rate to 0% in our aquaculture products segment.

Deferred Income Taxes. There was no deferred income tax recognized in both periods as there was no material timing differences to justify
recognition of such deferred tax expenses.

Net Loss Attributable To Shareholders. The net loss attributable to shareholders increased
from $734,414 for the six months ended June 30, 2007, to a net loss of $2,022,881 for the corresponding period of 2008. Both segments experienced a reduction in gross profit in the first half of 2008 when compared to 2007. An increase in
general and administrative expenses and provision for doubtful accounts, partly offset by a reduction in finance costs and income taxes explain the balance of the increase in net loss experienced in the first half of 2008.



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LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents decreased by $4,097,365 or 9%, to $42,862,543 at June 30, 2008, from $46,959,908 at December 31, 2007. As of June 30, 2008, working capital was $65,855,114 compared to
$61,550,488 at December 31, 2007. The funds generated by the operating activities during 2008 were used mainly to support the increase in our business volume, more specifically our receivables and inventories levels.

Total assets increased by $4,332,765, or 5%, to $88,659,631 at June 30, 2008, from $84,326,866 as of December 31, 2007. Shareholders equity increased by
$6,796,779, or 10%, to $75,572,442 at June 30, 2008, from $68,775,663 as of December 31, 2007.

To date, we have financed our operations through
the combination of our operating revenues, equity and debt financing (in connection with which we have at times incurred significant costs), short-term bank loans, and the use of shares of our common stock issued as payment for services rendered to
us by third parties. In the past, we issued shares of our common stock and warrants in private placement transactions to help finance our operations, and to pay for professional services (such as financial consulting, market development, legal
services and public relations services). We recognized these services on our books as operating or deferred expenses and amortized over their estimated useful life. The number of shares we issued for these purposes were determined as of the dates of
invoices relating to such services, and the shares were valued at their market prices on those respective dates. In addition, as required by PRC laws, we establish yearly reserves shown in the shareholders equity section of our balance sheet.
Those reserves, which are created by a transfer from the retained earnings account, limit our capacity to pay dividends to shareholders until the retained earnings become positive. As we are in an expansion phase, we do not intend to pay dividends
to shareholders in the foreseeable future. To date, we have not paid any dividends.

We also completed a financing in January 2006, in which we issued to a
group of twenty one investors, in a private placement, (1) convertible secured promissory notes bearing interest at 8% per year which matured on January 25, 2008, in the aggregate principal amount of $5,225,000; (2) Class A
warrants, with each warrant giving the right to the holder to purchase one share of our common stock at the exercise price of $6.00 until January 2009; and (3) Class B warrants, with each warrant giving the right to the holder to purchase one
share of our common stock at the exercise price of $6.00 until January 2011. The net proceeds of this financing to us were $4,702,500, after deducting commissions and other costs of this transaction equal to $522,500. As of June 30, 2008, that
financing was totally repaid.

We completed another financing in November 2006, in which we issued to two investors, in a private placement,
(1) convertible promissory notes bearing interest at 6.5% and maturing in November 1, 2009, in the principal aggregate amount of $5,000,000 with the conversion price of $5.00 after reverse split and (2) warrants registered in the name
of each investor to purchase an aggregate of up to 200,000 of our common stock, after reverse split, with each warrant giving the right to the holder to purchase one share of our common stock at the exercise price of $5.00 until the fifth
anniversary of the effective date of the reverse stock split effectuated. The net proceed of this financing to us were $4,932,500, after deducting commissions and other costs of this transaction equal to $67,500. The notes are due on
November 1, 2009.

In December 2007, we completed a follow-on offering by issuing 3,450,000 new shares of Common Stock to two underwriters (including
the over-allotment of 450,000 shares) for a total gross consideration of $26,910,000 (corresponding to a net proceeds of approximately $23,800,000). The Company intends to use this financing for the purpose of completing its new feed plant expected
to be in operation in the second half of 2008, to build a new processing plant expected to be in operation in the second half of 2009 and to use the balance for general working capital purposes.

We are currently in the process of examining various financing opportunities to obtain additional liquidities to help finance our operations, as well as support our
additional cash requirements related to volume increases that we anticipate might occur in the future, specifically in the inventory and receivables build-up.

At present, over 39% of our consolidated sales are derived from our five largest clients, and our results of operations therefore depend on a small number of clients. As part of our short and medium-term business plan, including our current
efforts to raise funds to support the anticipated expansion of our operations, we intend to invest in our infrastructure to construct a new processing plant and our own organic feed mill. We expect that this will allow us to meet forecasted
incremental demand for our products in the United States and Europe. As a result, we plan to develop and serve new clients, which should reduce our dependence on individual clients to more acceptable levels.

In order to ensure sufficient funds to meet our future needs for capital, management believes that, from time to time, we will continue to evaluate opportunities to
raise financing through some combination of commercial bank borrowings, the private or public sale of equity, or issuance of debt securities. However, future equity or debt financing may not be available to us at all, or if available, may not be on
terms acceptable to us. If we are unable to obtain financing in the future, we will continue to develop our business on a reduced scale based on our existing capital resources.

The ratio of current assets to current liabilities increased to 8.2 times ($75,051,309/$9,196,195) at June 30, 2008, from 6.2 times ($73,448,339/$11,897,851) at December 31, 2007.



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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

We do
not hold any derivative instruments and do not engage in any hedging activities. Because most of our purchases and sales are made in RMB, any exchange rate change affecting the value of the RMB relative to the U.S. dollar could have an effect on our
financial results as reported in U.S. dollars. If the RMB were to depreciate against the U.S. dollar, amounts reported in U.S. dollars would be correspondingly reduced. If the RMB were to appreciate against the U.S. dollar, amounts reported in U.S.
dollars would be correspondingly increased.



|ITEM 4. | CONTROL AND PROCEDURES.
|------- | -----------------------

a) Evaluation of Disclosure Controls and
Procedures.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f). Management is required to base its assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of
Sponsoring Organizations (COSO). The COSO framework, published inInternal Control-Integrated Framework , is known as the COSO Report. Our Management has chosen the COSO framework on which to base its assessment. Based on this evaluation, our
management concluded that our internal control over financial reporting was effective as of June 30, 2008.

The Chief Executive Officer and Chief
Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the
Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q for the Quarter ended June 30, 2008. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures were effective as of the end of the period covered by this quarterly report on Form 10-Q. There were no changes in internal control over financial reporting (as defined in Rule 13a-15(e) under the
Exchange Act) that occurred during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the
system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

(b) Changes in Internal Control over
Financial Reporting.

During the Quarter ended June 30, 2008, there was no change in our internal control over financial reporting (as such term is
defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

With the exception of the proceedings described below, we
are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries
or of our companys or our companys subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

On February 22, 2007, Stag Management Canada Ltd. served an action for recovery of consulting fees against HQ Sustainable Maritime Industries, Inc., based upon a service agreement. The action was
filed in the Quebec Superior Court. The claim as stated by the plaintiff is for the sum of US $4.75 Million. On November 29, 2007, the proceedings were settled outside the court in the sum payment of Canadian $106,000 by us, without admission
of any liability or of any state of fact or law.

On February 7, 2006, Westminster Securities Corp. (Westminster) and John OShea
(OShea) filed a claim against us with the American Arbitration Association. Westminster claims we violated an exclusivity provision of the letter agreement between Westminster and us which purportedly required us to use Westminster
as our investment banking firm for all transactions for a period of three years. Westminster alleged damages for a claimed breach of an April 2004 stock purchase agreement by our issuance of S-8 shares to certain other people. In January 2008, the
AAA rendered a decision finding in favor of Westminster on certain claims and denying others. In May 2008, after the appealing process, the AAA confirmed its original judgment and the Company paid an amount of $621,000 in cash to Westminster and
issued a total of 79,399 common shares to Westminster and OShea as final settlement.

On July 30, 2007, First Cosmos Investments Limited, Sunny
Future Group Limited and Newluck International Limited filed suit against HQ Sustainable Maritime Industries, Inc., Jade Profit Investment Limited, Red Coral Group Limited, Harry Wang, Lillian Wang and Norbert Sporns in the Court of Chancery of the
State of Delaware. The suit asserts claims against all of the defendants for alleged breaches of certain Subscription Agreements and Stamped Agreements entered into by the defendants, and accuses Harry Wang, Lillian Wang and Norbert Sporns of
various alleged breaches of fiduciary duty. The plaintiffs are seeking compensable, general and consequential damages in an unspecified sum. We have reviewed the complaint and believed that there is neither procedural nor substantive merit to the
lawsuit. We believe that the lawsuit is subject to dismissal for lack of personal and subject matter jurisdiction, for failure to state a claim upon which relief may be granted, and for failure to assert the claims in a timely manner.

ITEM 1A - Risk Factors

We have updated
the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10K for the year ended December 31, 2007, which was filed with the Securities and Exchange Commission on March 31, 2008 (the Fiscal 2007
10K). We believe there are no changes that constitute material changes from the risk factors previously disclosed in the Fiscal 2007 10K.



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ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 21, 2008, we issued 2,526 shares to our three independent non-executive directors, Jacques Vallee, Fred Bild and Daniel Too, to satisfy our obligations
to pay each such director an annual bonus in shares of our common stock pursuant to our independent non-executive director agreements with them. All of these shares were issued pursuant to the exemption provided by Section 4 (2) under the
Securities Act for a transaction not involving a public offering.

On March 12, 2008, we issued 6,046 shares of our Common Stock to Lucky Ventures
Limited in consideration of financial consulting services rendered to us by that company. All of these shares were issued pursuant to the exemption provided by Section 4 (2) under the Securities Act for a transaction not involving a public
offering.

On March 18, 2008, we issued 300,000 shares of our Common Stock to two investors, namely The Tail Wind Fund Ltd and Solomon Strategic
Holdings, Inc in relation to a waiver agreement related to payment of penalties and interests on the notes issued to those two investors in November 2006. All of these shares were issued pursuant to the exemption provided by Section 4
(2) under the Securities Act for a transaction not involving a public offering.

During the three months period ending June 30, 2008, we issued
an aggregate of 190,401 shares to our investors as a result of exercise of warrants. Of that number of common shares issued, 79,399 shares were issued in connection with the American Arbitration Association decision.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There have been no material defaults.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted to a vote of security holders during the period covered by this report.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS



|     |  |                                                                                                               
|---- |  | --------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.                   
|     | 
|31.2 |  | Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|     | 
|32.1 |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.                   
|     | 
|32.2 |  | Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, Washington.

Dated : August 13, 2008



|                                         |  |                                           
|---------------------------------------- |  | ------------------------------------------
|HQ SUSTAINABLE MARITIME INDUSTRIES, INC.
|                                         | 
|By:                                      |  | /s/ Norbert Sporns                        
|Name:                                    |  | Norbert Sporns                            
|Title:                                   |  | Chief Executive Officer and President     
|                                         | 
|By:                                      |  | /s/ Jean-Pierre Dallaire                  
|Name:                                    |  | Jean-Pierre Dallaire,                     
|Title:                                   |  | Principal Financial and Accounting Officer



22



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Exhibit Index



|               |  |                                                                                                               
|-------------- |  | --------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                   
|31.1           |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.                   
|               | 
|31.2           |  | Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|               | 
|32.1           |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.                   
|               | 
|32.2           |  | Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.



23