U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

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

For the quarter ended March 31, 2001

Commission file no.  000-31521

                            Mariculture Systems, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          Florida                                              65-0677315
-------------------------------                           ---------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                              Identification No.)

P.O. Box 968
Lake Stevens, Washington                                         98258
----------------------------------------                      ----------
(Address of principal executive offices)                      (Zip Code)

Issuer's telephone number (425) 397-0409

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

                                                       Name of each exchange on
      Title of each class                                  which registered

                None                                             None
-----------------------------                          ------------------------

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

                          Common Stock, $.001 par value
                       -----------------------------------
                                (Title of class)

Copies of Communications Sent to:
                                            Mintmire & Associates
                                            265 Sunrise Avenue, Suite 204
                                            Palm Beach, FL 33480
                                            Tel: (561) 832-5696
                                            Fax: (561) 659-5371


<PAGE>



     Indicate by Check  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 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
                        ---         ---

     As of March 31, 2001,  there were 10,605,614  shares of voting stock of the
registrant issued and outstanding.



<PAGE>



                                     PART I

Item 1. Financial Statements


INDEX TO FINANCIAL STATEMENTS


                                                                       PAGE



CONDENSED FINANCIAL STATEMENTS

         Balance sheet                                                 F-1
         Statement of operations                                       F-2
         Statement of stock holders' deficit                           F-3
         Statement of cash flows                                       F-4
         Notes to financial statements                                 F-5














<PAGE>


<TABLE>
<CAPTION>
                            MariCulture Systems, Inc.
                          (A development stage company)

                                 BALANCE SHEETS

               ASSETS

                                                                December 31,      March 31,
                                                                    2000             2001
                                                                                  unaudited
                                                                --------------- -------------
<S>                                                             <C>             <C>
CURRENT ASSETS
    Cash                                                        $       7,232   $      3,514
    Receivable                                                            570            570
                                                                --------------- -------------

              Total current assets                                      7,802          4,084

TEST FACILITY EQUIPMENT, at salvage value                              55,429         55,429
                                                                --------------- -------------
              Total assets                                             63,231   $     59,513
                                                                =============== =============

               LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES
    Notes payable - related party                               $      97,296   $    102,296
    Notes payable - other                                              10,000         10,000
    Accounts payable - trade                                          252,316        273,835
    Accounts payable - related party                                   23,695         30,604
    Payables to stockholders                                           17,500         17,500
    Accrued liabilities                                                34,267         27,745
    Accrued interest                                                   63,809         68,103
                                                                --------------- -------------
              Total current liabilities                               498,883        530,083
                                                                --------------  -------------

COMMITMENTS                                                                 -              -

STOCKHOLDERS' DEFICIT
  Preferred stock, par value $.001; 1,000,000 shares
    authorized; no shares issued or outstanding                             -              -
Common stock, par value $.001; 20,000,000 shares authorized            10,314         10,355
Additional paid-in capital                                            746,450        788,676
Deferred compensation                                                       -         (1,500)
Accumulated development stage deficit                              (1,192,416)    (1,268,101)
                                                                --------------  -------------

              Total stockholders' deficit                            (435,652)      (470,570)
                                                                --------------  -------------

              Total liabilities and stockholders' deficit       $      63,231   $     59,513
                                                                ==============  =============
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       F-1

<PAGE>



<TABLE>
<CAPTION>
                            MariCulture Systems, Inc.
                          (A development stage company)

                            STATEMENTS OF OPERATIONS




                                                                                Cumulative results
                                                                                  of operations
                                                  Quarter ended March 31,        since inception
                                                   2000           2001           (August 25, 1994)

<S>                                               <C>            <C>            <C>
OPERATING EXPENSES
    General and administrative                    $    67,945    $    71,433    $      570,813
    Research and development                                -              -           629,289
                                                  ------------   ------------   ----------------
        Total operating expenses                       67,945         71,433         1,200,102

NET LOSS FROM OPERATIONS                              (67,945)       (71,433)       (1,200,102)

INTEREST INCOME                                             -              -             7,200

OTHER INCOME                                                -             42                42

INTEREST EXPENSE                                       (2,932)        (4,294)          (78,173)
                                                  ------------   ------------   ----------------
NET LOSS                                          $   (70,877)   $   (75,685)   $   (1,271,033)
                                                  ============   ============   ================


LOSS PER COMMON SHARE - BASIC AND DILUTED         $    (0.007)   $    (0.007)   $       (0.146)
                                                  ============   ============   ================
</TABLE>








        The accompanying notes are an integral part of these statements.


                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                            MariCulture Systems, Inc.
                          (A development stage company)

                       STATEMENT OF STOCKHOLDERS' DEFICIT
                     Since inception through March 31, 2001


                                                                                                            Accumulated
                                                          Common stock          Additional                  development
                                                  --------------------------     paid-in       Deferred        stage
                                                     Shares         Amount      Capital     Compensation     Deficit        Total
                                                  -------------  ------------   -----------  ------------- ------------- ----------
<S>                                                   <C>        <C>            <C>           <C>           <C>          <C>
Sale of common stock in 1995                          1,640,000  $     1,640    $   431,321   $         -   $          - $   432,961
Issuance of common stock to founders in 1995          8,213,080        8,212         (8,212)            -              -          -
Sale of common stock in 1996                            130,000          130         32,370             -              -     32,500
Issuance of common stock to founders in 1996          1,200,000        1,200         (1,200)            -              -          -
Issuance of common stock for services in 1996            10,766           11          3,074             -              -      3,085
Share exchange agreement of MSIW in August 1996     (10,075,354)     (10,075)        10,075             -              -          -
Share exchange agreement of MSIW in August 1996       8,800,000        8,800         (8,800)            -              -          -
Sale of common stock in 1997                            186,978          187        145,741             -              -    145,928
Issuance of common stock for services in 1997           126,747          127         68,933             -              -     69,060
Issuance of common stock for services in 1998            20,600           21         20,579             -              -     20,600
Sale of common stock in 1999                             32,000           32         31,968             -              -     32,000
Net loss since inception through December 31,1999             -            -              -             -     (1,017,187)(1,017,187)
                                                  -------------  ------------   ------------  -----------   ------------ -----------
Balance at December 31, 1999                         10,284,817       10,285        725,849             -     (1,017,187)  (281,053)

Issuance of 17,400 common stock shares for
services on January 20, 2000                             17,400           17          8,683             -              -      8,700
Issuance of 11,930 common stock shares for
services on February 29, 2000                            11,930           12         11,918             -              -     11,930
Issuance of shares into escrow on March 21, 2000        250,000            -              -             -              -          -
Net loss for the year ended December 31, 2000                 -            -              -             -       (175,229)  (175,229)
                                                   -------------  -----------   ------------  -----------   ------------ -----------
Balance at December 31, 2000                         10,564,147   $   10,314    $   746,450             -   $ (1,192,416)$ (435,652)

Issuance of 32,467 common stock shares for
services on January 2, 2001                              32,467           32         32,935        (1,500)             -     31,467
Issuance of 300 common stock shares for services
on February 8, 2001                                         300            -            300             -              -        300
Sale of 2,000 common stock shares on March 19,
2001                                                      2,000            2          1,998             -              -      2,000
Sale of 7,000 common stock shares on March 27,
2001                                                      7,000            7          6,993             -              -      7,000
Net loss for the quarter ended March 31, 2001                 -            -              -             -        (75,685)   (75,685)
                                                  -------------  ------------   ------------  -----------   ------------ -----------
Balance at March 31, 2001                            10,605,914   $   10,355    $   788,676   $    (1,500)  $ (1,268,101)$ (470,570)
                                                  =============  =============  ============  ===========   ============ ===========
</TABLE>



        The accompanying notes are an integral part of these statements.



                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                            MariCulture Systems, Inc.
                          (A development stage company)
                            STATEMENTS OF CASH FLOWS



                                                                                                               Cumulative results
                                                                                                                of operations
                                                                           For three months ended March, 31     since inception
                                                                             2000             2001             (August 25, 1994)
                                                                          ----------------  ----------------   ----------------
<S>                                                                       <C>               <C>                <C>
Increase (Decrease) in Cash

Cash flows from operating activities
        Net loss                                                          $        (70,877) $        (75,685)  $   (1,268,101)
        Adjustments to reconcile net loss to net cash used in
               operating activities:
                      Issuance of common stock for services                         20,630            31,767          145,142
                      Depreciation and write down of test facility                       -                 -          441,892
                      Changes in assets and liabilities
                              Accounts receivable                                        -                 -             (570)
                              Payables to shareholders                                   -                 -           (8,700)
                              Accounts payable and accrued liabilities              49,245            26,199          396,269
                                                                          ----------------  ----------------   ---------------

             Net cash used in operating activities                                  (1,002)          (17,719)        (294,068)

Cash flows from investing activities
        Purchase of test facility components                                             -                 -         (497,321)
                                                                          ----------------  ----------------   ---------------

             Net cash used in investing activities                                       -                 -         (497,321)

Cash flows from financing activities
        Proceeds from notes payable                                                   (486)            5,001          116,314
        Proceeds from sale of common stock                                               -             9,000          652,389
        Proceeds from unissued shares                                                    -                 -           26,200
                                                                          ----------------  ----------------   ---------------

             Net cash provided by financing activities                                (486)           14,001          794,903
                                                                          ----------------  ----------------   ---------------

Net increase in cash                                                                                  (3,718)           3,514
                                                                                    (1,488)

Cash at beginning of period                                                          2,373             7,232                -
                                                                          ----------------  ----------------   ---------------

Cash at end of period                                                     $            885  $          3,514   $        3,514
                                                                          ================  ================   ===============

Noncash disclosures:
        Issuance of common stock or unearned services                     $              -  $          1,500   $        1,500
                                                                          ================  ================   ===============
</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-4

<PAGE>




NOTE 1.  FINANCIAL STATEMENTS

The  unaudited  condensed  financial  statements  of  MariCulture  Systems  (the
Company) have been prepared by the Company pursuant to the rules and regulations
of the  Securities and Exchange  Commission.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
have been  condensed  or omitted  pursuant  to such rules and  regulations.  The
results of operations for interim periods are not necessarily  indicative of the
results to be expected for the entire fiscal year ending  December 31, 2001. The
accompanying  unaudited condensed financial  statements and related notes should
be read in  conjunction  with audited  financial  statements  filed on April 13,
2001 and Form 10KSB.


NOTE 2.  NET (LOSS) EARNINGS PER SHARE

Basic  (loss)  earnings per share are based on the  weighted  average  number of
shares  outstanding  during  each  quarter.  The  weighted  average  shares  for
computing  the  Company's  basic (loss)  earning per share were  10,597,023  and
10,357,840 for the three months ended March 31, 2001 and 2000, respectively, and
8,691,026 from inception  through March 31, 2001. As of March 31, 2001 and 2000,
the Company had 25,000 and 0, of common stock equivalent shares.

Because of the net loss for the three months ended March 31, 2001 and 2000,  and
from inception  through March 31, 2001,  common stock equivalent shares were not
included in the  calculation  of diluted  earnings per share as their  inclusion
would be anti-dilutive.





                                       F-5

<PAGE>

Item 2. Management's Discussion and Analysis of Results of Operations.


General

     In November  2000,  the Company  entered into a consulting  agreement  with
Websters' Inc. The consulting  agreement  provides that the Company is to engage
Websters' Inc. as a registered professional engineering firm for the purposes of
performing the  comprehensive  development and production of a functional  water
driven,  integrated commercial flow-through effluent handling device to capture,
separate and  consolidate  the water borne waste  originating  from a SARGO fish
farming  system.  This  device is to improve  upon and replace  existing  energy
intensive technology currently being used in the SARGO System. Websters' Inc. is
to  provide  technical  support  to  the  integration  and  installation  of the
resulting  device  into the  current  design of SARGO  commercial  fish  rearing
vessels.  Websters' Inc agreed to provide  approximately two hundred fifty (250)
hours of service to the Company,  and to accept  restricted  common stock of the
Company in Lieu of cash  payment at a rate of one hundred  (100) share for every
one (1) hour of services, or a pro-rata amount thereof, or, upon the approval of
the Company's Board of Directors,  in a cash amount of one hundred fifty dollars
($150) per hour of  service.  Websters'  Inc.  received  an  initial  deposit in
advance  against the  consulting  agreement  of one thousand  (1,000)  shares of
restricted common stock of the Company in January 2001. Payments for services in
shares will be presented as a certificate  of the  restricted  common stock on a
quarterly basis upon approval of the Company's Board of Directors. The agreement
also provides that the Company  agrees to exchange for cash, at the same rate of
value as at original issue, any designated part or the total of all stock issued
to Websters' Inc. as a fee from the consulting agreement.  The exchange for cash
will only be in the event that the stock tendered to Websters' Inc. is unable to
be sold in a brokered  transaction  after a period of one (1) year from the date
of issue of the  certificate.  The  agreement  expires  December  1,  2002.  The
offering was conducted  pursuant to Section 4(2) of the  Securities Act of 1933,
as amended (the "Act"),  Rule 506 of Regulation D promulgated  thereunder ("Rule
506") and Section 460-44A-506 of the Washington Code.

     The facts relied upon to make the Washington  Exemption  applicable include
the following:  (i) the Company filed a completed SEC Form D with the Washington
Department of Financial  Institutions,  Securities  Division;  (ii) the Form was
filed not later  than  fifteen  (15) days  after the first  sale;  and (iii) the
Company executed a Form U-2 consent to service of process,  and (iv) the Company
paid an appropriate filing fee of $300.00 to the Washington State Treasurer.

     In January  2001,  the Company  issued 100 shares of the  Company's  common
stock each to David Meilahn, Don Jonas and Robert Janeczko for services rendered
to the Company in the third fiscal quarter of year 2000. For such offering,  the
Company  relied upon Section 4(2) of the Act, Rule 506,  Section  4[5/4]S of the
Illinois Code and Section 460-44A-506 of the Washington Code.

     The facts relied upon to make the Illinois Exemption applicable include the
following:  (i) The  offer,  sale or  issuance  was to a  person  who was or was
reasonably  believed to be a director,  executive officer, or general partner of
the issuer of the securities being offered or sold .



                                        8

<PAGE>



     The facts relied upon to make the Washington  Exemption  applicable include
the following:  (i) the Company filed a completed SEC Form D with the Washington
Department of Financial  Institutions,  Securities  Division;  (ii) the Form was
filed not later  than  fifteen  (15) days  after the first  sale;  and (iii) the
Company executed a Form U-2 consent to service of process,  and (iv) the Company
paid an appropriate filing fee of $300.00 to the Washington State Treasurer.

     In January  2001,  the  Company  issued  31,167  shares to Richard  Luce as
compensation in lieu of salary for services rendered to the Company through year
2000.  For such offering,  the Company  relied upon Section 4(2),  Rule 506, and
Section 460-44A-506 of the Washington Code.

     The facts relied upon to make the Washington  Exemption  applicable include
the following:  (i) the Company filed a completed SEC Form D with the Washington
Department of Financial  Institutions,  Securities  Division;  (ii) the Form was
filed not later  than  fifteen  (15) days  after the first  sale;  and (iii) the
Company executed a Form U-2 consent to service of process,  and (iv) the Company
paid an appropriate filing fee of $300.00 to the Washington State Treasurer.

     In February  2001,  the  Company  hired Cary Grant as a  consultant  to the
Company.  As payment for such  services,  the Company  committed  to provide Mr.
Grant with 25,000 shares of its  unrestricted  common stock.  To date, no shares
have been issued in connection with this agreement.

     In February 2001, the Company executed a promissory note in favor of Elaine
Meilahn in the amount of five thousand  dollars  ($5,000) at an interest rate of
twelve percent (12%) per annum.  The Note was in exchange for monies lent by Ms.
Meilahn to the Company for working capital.  The Note is payable on demand.  For
such  offering,  the  Company  relied on Section  4(2) of the Act,  Rule 506 and
Section 460-44A of the Washington Code.

     The facts relied upon to make the Washington  Exemption  applicable include
the following:  (i) the Company filed a completed SEC Form D with the Washington
Department of Financial  Institutions,  Securities  Division;  (ii) the Form was
filed not later  than  fifteen  (15) days  after the first  sale;  and (iii) the
Company executed a Form U-2 consent to service of process,  and (iv) the Company
paid an appropriate filing fee of $300.00 to the Washington State Treasurer.

     In February and March 2001, the Company sold a total of 9,000 shares of its
restricted  common stock to three (3) investors for a total of $9,000.  For such
offering,  the Company  relied upon Section 4(2) of the Act,  Rule 506,  Section
460-44A-506 of the Washington Code and Section 551.23(19) of the Wisconsin Code.

     The facts relied upon to make the Washington  Exemption  applicable include
the following:  (i) the Company filed a completed SEC Form D with the Washington
Department of Financial  Institutions,  Securities  Division;  (ii) the Form was
filed not later  than  fifteen  (15) days  after the first  sale;  and (iii) the
Company executed a Form U-2 consent to service of process,  and (iv) the Company
paid an appropriate filing fee of $300.00 to the Washington State Treasurer.

     The facts relied upon to make the Wisconsin  Exemption  applicable  include
the following: (i) no commission or other remuneration or consideration was paid
or given to any person, directly

                                        9

<PAGE>



or indirectly  for  soliciting  or selling to any person in Wisconsin  except to
broker-dealers  and agents licensed in Wisconsin or exempt from licensure;  (ii)
the  Company  filed a  completed  SEC Form D with the  State  of  Wisconsin  DFI
Securities;  (iii) the Company paid a fee of $200; and (iv) the Company believed
that the investment was suitable for the purchasers and the  purchasers,  either
alone or with the purchasers' representatives, had such knowledge and experience
in financial and business  matters as to be capable of evaluating the merits and
risks of the prospective investment.

Discussion and Analysis

     The  Company,  Mariculture  Systems,  Inc. is a Florida  corporation  which
conducts business from its headquarters in Lake Stevens, Washington. The Company
was  incorporated  in the State of Florida on July 8, 1996.  On August 22, 1996,
the Company entered into a share exchange  agreement  whereby the Company issued
and  exchanged  8,800,000  shares of its common  stock for one  hundred  percent
(100%) of the issued and  outstanding  stock of  Mariculture  Systems,  Inc.,  a
Washington  corporation  ("MSIW")  (the "Share  Exchange").  As a result of that
transaction,  MSIW  became  a  wholly  owned  subsidiary  of  the  Company.  The
Washington corporation was administratively dissolved on September 19, 1997.

     The Company is principally involved in the aquaculture industry,  including
developing,   manufacturing,   and  marketing  proprietary  systems  that  allow
commercial  fish farmers to increase  productivity  and profits  while  reducing
risks to their  crop  and  limiting  environmental  impact.  Current  activities
include the search for potential customers of the Company's proprietary product.

     The Company is in the  development  stage.  It is acquiring  the  necessary
operating assets and it is beginning its proposed business. While the Company is
developing  tools  necessary  to enter the  acquaculture  industry,  there is no
assurance  that any benefit will result from such  activities.  The Company will
receive  limited  operating  revenues and will continue to incur expenses during
its development, possibly in excess of revenue.

     The ability of the Company to continue as a going concern is dependent upon
increasing sales and obtaining  additional capital and financing.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to  continue as a going  concern.  The  Company is  currently  seeking
financing to allow it to begin its planned operations.

Results of Operations  -For the Three Months Ending March 31, 2001 and March 31,
2000

Financial Condition, Capital Resources and Liquidity

     For the 1st quarter  ended March 31, 2000 and 2001 the Company  recorded no
revenues.  For the first  quarter  ended March 31, 2000 and 2001 the Company had
general and  administrative  expenses of $67,945 and $71,433.  This  increase of
$3,488  was due to trips to Canada by the  Company  management  for  prospective
sales opportunities.



                                       10

<PAGE>



     For the 1st quarter ended March 31, 2000 and 2001, the Company had research
and development expenses of $0 and $0 respectively.

     For the 1st quarter  ended  March 31, 2000 and 2001,  the Company had total
operating expenses of $67,945 and $71,433.

Net Losses

     For the 1st quarter ended March 31, 2000 and 2001,  the Company  reported a
net loss from operations of $70,877 and $75,685 respectively.

     The ability of the Company to continue as a going concern is dependent upon
increasing sales and obtaining additional capital and financing.  The Company is
currently seeking financing to allow it to begin its planned operations.

Employees

     At December 31, 2000, the Company  employed five (5) persons,  two (2) full
time, two (2) part time and one (1) consultant. Only one (1) of the employees is
paid by the Company.  None of these  employees are  represented by a labor union
for purposes of collective bargaining.  The Company considers its relations with
its employees to be excellent.  The Company plans to employ additional personnel
as needed upon product rollout to accommodate fulfillment needs.

Research and Development Plans

     The Company  believes that research and development is an important  factor
in  its  future  growth.   The   aquaculture   industry  is  closely  linked  to
technological advances,  which produce new ways of producing product for its use
by the public.  Therefore,  the Company  must  continually  invest in the latest
technology  to  appeal to the  public  and to  effectively  compete  with  other
companies in the  industry.  No assurance can be made that the Company will have
sufficient funds to purchase  technological  advances as they become  available.
Additionally,  due to the rapid advance rate at which technology  advances,  the
Company's  equipment  and  inventory  may be  outdated  quickly,  preventing  or
impeding the Company from realizing its full potential profits.

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations,  and other such matters are
forward-looking  statements.  These statements are based on certain  assumptions
and analyses made by the Company in light of its  experience  and its perception
of historical trends, current conditions and expected future

                                       11

<PAGE>



developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the control of the Company.

     Consequently,  all of the  forward-looking  statements  made in  this  Form
10-QSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.

PART II

Item 1.  Legal Proceedings.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2. Changes in Securities and Use of Proceeds

         None.

Item 3. Defaults in Senior Securities

         None

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted  during the quarter ending March 31, 2001,  covered
by this report to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

     (a)  The exhibits  required to be filed  herewith by Item 601 of Regulation
          S-B, as described in the following index of exhibits, are incorporated
          herein by reference, as follows:



                                       12

<PAGE>


<TABLE>
<CAPTION>
Exhibit No.     Description
---------------------------------------------------------------------------------------------
<S>      <C>      <C>
3.(i).1  [1]      Articles of Incorporation of Mariculture Systems, Inc. filed July 8, 1996.

3.(ii).1 [1]      Bylaws of Mariculture Systems, Inc.

4.1      [1]      Promissory Note in the amount of $18,000 bearing 10% interest in favor of
                  William Evans dated April 1996.

4.2      [1]      Form of Private Placement Offering of 1,200,000 common shares at $0.01 per share.

4.3      [1]      Promissory Note in the amount of $10,000 bearing 10% interest in favor of William
                  Evans dated January 1997.

4.4      [1]      Promissory Note in the amount of $22,000 bearing 10% interest in favor of William
                  Evans dated April 1997.

4.5      [1]      Form of Private Placement Offering of 985,000 common shares at $1.00 per share.

4.6      [1]      Replaced by Exhibit 4.11.

4.7      [1]      Promissory Note in the amount of $21,970 bearing 12% interest in favor of David
                  Meilahn dated March 2000.

4.8      [1]      Promissory Note in the amount of $10,600 bearing 12% interest in favor of Elaine
                  Meilahn dated August 2000.

4.9      [2]      Promissory Note in the amount of $5,000 bearing 12% interest in favor of
                  Elaine Meilahn dated December 1, 2000.

4.10     [4]      Promissory Note in the amount of $5,000 bearing 12% interest in favor of
                  Elaine Meilahn dated February 8, 2001.

4.11     [4]      Promissory Note in the amount of $12,400.97 bearing 12% interest in favor of Elaine
                  Meilahn dated April 3, 2001.

10.1     [1]      Share Exchange Agreement dated August 1996.

10.2     [1]      Agreement with Corporate Imaging dated July 1997.

10.3     [1]      Agreement with Stephen Jaeb dated August 1997.

10.4     [1]      Agreement with Reinforced Tank Products, Inc. dated April 1998.

10.5     [1]      License Agreement with David Meilahn dated December 1998.
</TABLE>


                                       13

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<TABLE>
<S>      <C>      <C>
10.6     [1]      Agreement with Sanford Tager dated September 1999.

10.7     [1]      Employment Agreement with Rich Luce dated September 2000.

10.8     [2]      Consulting Agreement with Websters' Inc. Dated December 1, 2000.

16.1     [3]      Letter on change of certifying accountant pursuant to Regulation SK, Section
                  304(a)(3)2.

16.2     [3]      Letter from Moss Adams LLP.
-----------------------
</TABLE>

[1]  Incorporated herein by reference to the Company's Registration Statement on
     Form 10SB filed September 13, 2000.

[2]  Incorporated   herein  by  reference  to  the   Company's   first   amended
     Registration Statement on Form 10SB filed December 21, 2000.

[3]  Incorporated  herein by reference to the Company's  Current  Report on Form
     8-K filed on February 26, 2001.

[4]  Incorporated  herein by reference to the  Company's  Annual  Report on Form
     10KSB for the period ended December 31, 2000 filed on April 13, 2001.

(*  Filed herewith)

     (b)  A report on Form 8-K was  filed on  February  26,  2001  disclosing  a
          change in the Registrant's Certifying Accountant.

Item 2.  Description of Exhibits

         The documents required to be filed as Exhibits Number 2 and 6 and in
Part III of Form 1-A filed as part of this Registration Statement on Form 10-SB
are listed in Item 1 of this Part III above. No documents are required to be
filed as Exhibit Numbers 3 , 5 or 7 in Part III of Form 1-A and the reference to
such Exhibit Numbers is therefore omitted. The following additional exhibits are
filed hereto:



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                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                             Mariculture Systems, Inc.
                             (Registrant)


 Date: May 1, 2001         By:  /s/ David Meilahn
                             --------------------------
                             David Meilahn
                             President, Secretary, Treasurer and Chairman

                           By: /s/ Richard Luce
                             --------------------------
                             Richard Luce
                             Vice President, Sales & Marketing

                           By: /s/ Robert Janeczko
                             --------------------------
                             Robert Janeczko
                             Director

                           By: /s/ Don Jonas
                             ---------------------------
                             Don Jonas
                             Director


                                       15

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