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 June 30, 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 August 7, 2001,  there were 11,640,958  shares of voting stock of the
registrant issued and outstanding.



<PAGE>



                                     PART I

Item 1. Financial Statements





                            MariCulture Systems, Inc.
                          (A development stage company)



INDEX TO FINANCIAL STATEMENTS

                                                                         PAGE

CONDENSED FINANCIAL STATEMENTS
Balance sheet                                                            F-1
Statement of operations                                                  F-2
Statement of stockholds' 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, 2000    June 30, 2001
                                                           -------------------  ----------------
<S>                                                        <C>                  <C>
 CURRENT ASSETS
       Cash                                                $            7,232            1,133
       Trade Accounts Receivable                                          570              570
       Prepaid expenses                                                     -            1,000
                                                           -------------------  ----------------

                      Total current assets                              7,802            2,703

PROPERTY AND EQUIPMENT                                                 55,429           55,429

INTELLECTUAL PROPERTY                                                       -           30,000
                                                           -------------------  ----------------

                                                           $           63,231           88,132
                                                           ===================  ================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
       Notes payable                                       $           10,000           10,000
       Notes payable to related parties                                97,296          102,296
       Accounts payable                                               252,316          274,950
       Payables to related parties                                     41,195           50,119
       Accrued liabilities                                             98,076          125,425
                                                           -------------------  ----------------

                       Total current liabilities                      498,883          562,790

COMMITMENTS                                                                 -                -

STOCKHOLDERS' EQUITY
       Preferred stock                                                      -                -
       Common stock                                                    10,314           10,355
       Subscribed stock                                                     -           36,344
       Additional paid - in capital                                   746,450          786,876
       Accumulated development stage deficit                       (1,192,416)      (1,308,233)
                                                           -------------------  ----------------
                                                                     (435,652)        (474,658)
                                                           -------------------  ----------------

                                                           $           63,231           88,132
                                                           ===================  ================
</TABLE>



        The accompanying notes are an integral part of these statements.
                                       F-1


<PAGE>




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



                                                                                                   Cummulative
                                        Three months ended             Six months ended       results of operations
                                              June 30,                      June 30,              since inception
                                          2000          2001          2000          2001       (August 25, 1994)
                                       ----------- -------------   -----------  ------------  ---------------------
<S>                                    <C>         <C>             <C>          <C>           <C>
OPERATING EXPENSES
General and Administrative             $   12,039  $     46,062    $  79,984    $   117,495   $           616,875
Research and development                        -             -            -              -               629,289

             Total Operating Expenses      12,039        46,062       79,984        117,495             1,246,164

NET LOSS FROM OPERATIONS                  (12,039)      (46,062)     (79,984)      (117,495)           (1,246,164)
                                       ----------- -------------   -----------  ------------  ---------------------

OTHER INCOME (EXPENSES)
Interest expenses                          (3,068)       (9,638)      (6,000)       (13,932)              (84,879)
Other, net                                      -        15,568            -         15,610                22,810
                                           (3,068)        5,930       (6,000)         1,678               (62,069)
                                       ----------- -------------   -----------  ------------  ---------------------

NET LOSS                                  (15,107)      (40,132)     (85,984)      (115,817)           (1,308,233)

LOSS PER COMMON SHARE
- BASIC AND DILUTED                    $    (0.00) $      (0.00)   $   (0.01)   $     (0.01)  $             (0.15)
                                       =========== =============   ===========  ============  =====================
</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
                      January 1, 2001 through June 30, 2001

                                                                                                         Accumulated
                                                         Common Stock        Stock Subscribed  Paid-in   Development
                                                      Shares      Amount     Shares     Amount capital   Stage Deficit      Total
                                                      ---------- --------  ---------- -------- --------- ------------- ------------
<S>                                                   <C>        <C>       <C>         <C>     <C>       <C>            <C>
Balance at December 31, 2000                          10,564,147 $ 10,314          -   $    -  $ 746,450 $ (1,192,416)  $ (435,652)

Shares Issued on January 2, 2001 at $1.00
per Share for Board Member Services                          300        -                            300                       300

Shares Issued for Services at $1.00 per
Share on January 2, 2001                                  31,167       31                         31,136                    31,167

Shares Issued for Future Services at $1.00 per
Share on January 1, 2001                                   1,000        1                            999                     1,000

Shares Sold at $1.00 in March 2001                         9,000        9                          8,991                     9,000

Shares Granted on April 30, 2001
at $1.00 per Share for Board Member Services                                     300      300                                  300

Shares Granted on May 31, 2001
at $1.00 per Share for Board Member Services                                     300      300                                  300

Shares Granted on June 1, 2001 at
$1.00 per Share to an Officer in Lieu of Expense
Reimbursement and Accured Interest                                            26,069   26,069                               26,069

Shares Granted on June 2, 2000 at
$1.00 per Share to an Officer in Lieu of Expense
Reimbursement                                                                  8,675    8,675                                8,675

Grant of Common Shares in Connection with
Acquisition of  Patents                                                    1,000,000    1,000     (1,000)

Net Loss for the Six Months Ended 6/30/01                                                                    (115,817)    (115,817)
                                                      ---------- --------  ---------- -------- --------- ------------- ------------

Balance at June 30, 2001                              10,605,614 $ 10,355  1,035,344 $ 36,344  $ 786,876 $ (1,308,233) $  (474,658)
                                                      ========== ========  ========== ======== ========= ============= ============
</TABLE>


        The accompanying notes are an integral part of these statements.
                                       F-3



<PAGE>




<TABLE>
<CAPTION>
                            MariCulture Systems, Inc.
                          (A development stage company)
                             STATEMENT OF CASH FLOWS
                         Six months ended June 30, 2001

                                                                                                 Cumulative results
                                                                                                   of operations
                                                                Six months ended June 31,         since inception
                                                                   2000           2001         (August 25, 1994)
<S>                                                           <C>             <C>              <C>
Increase (decrease) in Cash
Cash flows from operating activities
   Net loss                                                       (85,984)        (115,817)    $      (1,308,233)
  Adjustments to reconcile net loss to net cash
     used in operating activities
 Issuance of common stock for services                              8,700           32,067               145,442
 Issuance of common stockin lieu of expense
     reimbursement                                                 11,930           34,744                34,744
 Depreciation and writedown of test facility                            -                -               441,892
      Changes in net assets and liabilities
           Trade accounts receivable                                    -                -                  (570)
           Payables to shareholders                                     -                -                (8,700)
           Accounts payable and accrued liabilities                51,889           28,907               398,977
                                                              -----------     ------------     ------------------
Net cash used in operating activities                             (13,465)         (20,099)             (296,448)

Cash flows from investing activities
  Acquisition of fixed assets                                           -                -              (497,321)
                                                              -----------     ------------     ------------------
Net cash used in investing activities                                   -                -              (497,321)

Cash flows from financing activities
       Proceeds from notes payable                                 12,617            5,000               116,313
       Proceeds from sale of common stock                               -            9,000               652,389
       Proceeds from stock subscriptions                                -                -                26,200
                                                              -----------     ------------     ------------------
Net cash provided by financing activities                          12,617           14,000               794,902
                                                              -----------     ------------     ------------------
Net increase (decrease) in cash                                      (848)          (6,099)                1,133

Cash at the beginning of period                                     2,373            7,232                     -
                                                              -----------     ------------     ------------------
Cash at the end of period                                     $     1,525     $      1,133     $           1,133
                                                              ===========     ============     ==================
Non-cash activities                                           $         -     $     31,000     $          69,700
                                                              ===========     ============     ==================
</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, 20001. The
accompanying  unaudited condensed financial  statements and related notes should
be read in  conjunction  with audited  financial  statements  filed on April 13,
2001.


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  10,616,891 for the
three  months ended June 30, 2001 and  10,606,927  for the six months ended June
30, 2001 and 8,880,957 from inception through June 30, 2001. As of June 30, 2001
and 2000,  the Company had 25,000 and 0, of  potentially  issuable  common stock
shares.

Because of the net loss for the three months  ended June 30, 2001 and 2000,  and
from inception through June 30, 2001,  potentially  issuable common stock shares
were not  included in the  calculation  of diluted  earnings  per share as their
inclusion would be anti-dilutive.

NOTE 3.  OTHER EVENTS

On May 31, 2001 the Board of Directors appointed Richard J. Luce, Vice President
of Sales and Marketing of the Company,  to the additional  position of corporate
Secretary.

The Company  issued a  certificate  for 26,069  shares of Common  Stock to David
Meilahn,  Chairman,  President and Treasurer of the Company,  for payment of all
accumulated accounts payable expenses and interest posted through May 31, 2001.

The Company  issued  three  certificates  for a total of 8,675  shares of Common
Stock to Richard Luce,  Vice President  Sales and Marketing of the Company,  and
his  designees  for payment of all  accumulated  accounts  payable  expenses and
interest posted through May 31, 2001

The Company  approved  issuance of 1,000,000  shares of Common Stock and $30,000
for the outright purchase of the "Aquaculture  System" patent #5,762,024,  owned
by David Meilahn.



                                       F-5




<PAGE>



The Company issued a resolution to compensate  its' Board of Directors for their
services in the amount of 100 shares of Common Stock per fiscal  quarter.  David
E. Meilahn,  Don N. Jonas, and Robert J. Janeczko were each issued 200 shares of
stock for their service in the Fourth  fiscal  quarter of 2000 and for the First
fiscal quarter of 2001.

There were no changes in the status of past due loans during the quarter.

During the three monsths  ended June 30, 2001,  the Company wrote off $13,895 in
old  accounts  payable.  The write offs were  included in Other  expenses in the
Statement of operations for the three and six months ended June 30, 2001.




                                       F-6






<PAGE>



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

General

     The Company  relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and Rule 506 of Regulation D promulgated  thereunder  ("Rule
506") for  several  transactions  regarding  the  issuance  of its  unregistered
securities. In each instance, such reliance was based upon the fact that (i) the
issuance  of the shares did not  involve a public  offering,  (ii) there were no
more than thirty-five (35) investors (excluding "accredited  investors"),  (iii)
each  investor  who was not an  accredited  investor  either  alone  or with his
purchaser  representative(s)  has such knowledge and experience in financial and
business  matters that he is capable of  evaluating  the merits and risks of the
prospective  investment,  or the issuer reasonably believes immediately prior to
making any sale that such  purchaser  comes  within this  description,  (iv) the
offers  and  sales  were made in  compliance  with  Rules  501 and 502,  (v) the
securities  were subject to Rule 144  limitation  on resale and (vi) each of the
parties is a  sophisticated  purchaser and had full access to the information on
the Company necessary to make an informed  investment  decision by virtue of the
due diligence  conducted by the purchaser or available to the purchaser prior to
the transaction.

     The Company  relied  upon  Florida  Code  Section  517.061(11)  for several
transactions.  In each instance,  such reliance is based on the  following:  (i)
sales of the shares of common stock were not made to more than 35 persons;  (ii)
neither  the offer nor the sale of any of the  shares  was  accomplished  by the
publication of any advertisement;  (iii) all purchasers either had a preexisting
personal or business  relationship with one or more of the executive officers of
the Company or, by reason of their  business or financial  experience,  could be
reasonably  assumed to have the  capacity  to  protect  their own  interests  in
connection with the  transaction;  (iv) each purchaser  represented  that he was
purchasing  for his own account and not with a view to or for sale in connection
with any  distribution of the shares;  and (v) prior to sale, each purchaser had
reasonable  access to or was  furnished  all  material  books and records of the
Company,   all  material  contracts  and  documents  relating  to  the  proposed
transaction,  and had an opportunity  to question the executive  officers of the
Company.   Pursuant  to  Rule  3E-500.005,   in  offerings  made  under  Section
517.061(11)  of the Florida  Statutes,  an offering  memorandum is not required;
however each  purchaser (or his  representative)  must be provided with or given
reasonable access to full and fair disclosure of material information. An issuer
is deemed to be satisfied if such purchaser or his representative has been given
access to all material books and records of the issuer;  all material  contracts
and  documents  relating to the  proposed  transaction;  and an  opportunity  to
question the appropriate  executive officer. In the regard, the Company supplied
such   information  and  was  available  for  such   questioning  (the  "Florida
Exemption").

     The Company  relied upon Section  460-44A-506  of the  Washington  Code for
several  transactions.  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 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 "Washington Exemption").

                                       10

<PAGE>



     In April and May 2001,  the Board of Directors  authorized  the issuance of
200 shares each to David E.  Meilahn,  Don N. Jonas and Robert J.  Janeczko  for
their service to the Company during the fourth fiscal quarter 2000 and the first
fiscal  quarter  2001.  For  such  offering,  the  Company  relied  upon the 506
Exemption, Section 4[5/4]S of the Illinois Code and the Washington Exemption.

     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 .

     In May 2001, David Meilahn resigned as Secretary of the Company. He remains
the Company's current President,  Treasurer and Chairman. The Board of Directors
subsequently  appointed  Richard  Luce,  the  Company's  current  Secretary  and
Vice-President  of Sales and  Marketing,  to the  position as  Secretary  of the
Company.  Mr.  Luce will  receive  100  shares  of the  Company's  common  stock
quarterly in connection with the position.

     In June 2001,  David E. Meilahn assigned the patent for the SARGO system to
the Company in exchange for 1,000,000 shares of the Company's  restricted common
stock and $30,000. For such offering,  the Company relied upon the 506 Exemption
and the Washington Exemption.

     In June 2001, the Company's Board of Directors  approved issuance of 26,069
shares of its common stock to David Meilahn,  the Company's  current  President,
Treasurer and Chairman as payment for  $21,064.34 in expenses plus  $5,004.46 in
interest.  For such offering,  the Company relied upon the 506 Exemption and the
Washington Exemption.

     In June 2001, the Company's Board of Directors  approved  issuance of 8,675
shares of its common  stock to three (3)  persons,  as payment for  $8,373.31 in
expenses  plus  $301.69 in interest  incurred  by Richard  Luce,  the  Company's
current Secretary and Vice-President of Sales and Marketing.  For such offering,
the Company relied upon the 506 Exemption, the Florida Exemption, the Washington
Exemption and Section 551.23(19) of the Wisconsin Code.

     The facts upon which the Company relied in Wisconsin are as follows: (a) no
person made more than ten (10) sales of securities of the same issuer during any
period of twelve  (12)  consecutive  months  within  Wisconsin;  (b) the  seller
reasonably  believed that all buyers were purchasing for  investment;  (c) there
was no filing  requirement;  and (d) no commission or  remuneration  was paid in
connection with a sale.

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.

                                       11

<PAGE>





     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 June 30, 2001 and June 30,
2000

Financial Condition, Capital Resources and Liquidity

     For the 2nd quarter  ended June 30,  2001 and 2000 the Company  recorded no
revenues.  For the second  quarter  ended June 30, 2001 and 2000 the Company had
general and  administrative  expenses of $46,062 and $12,039.  This  increase of
$34,023  was due  primarily  ($30,000)  to  assignment  by David  Meilahn to the
Company of the  patent for the SARGO  technology,  but also to  increased  sales
activities.

     For the 2nd quarter ended June 30, 2001 and 2000,  the Company had research
and development expenses of $0 and $0 respectively.

     For the 2nd  quarter  ended June 30,  2001 and 2000,  the Company had total
operating expenses of $46,062 and $12,039.

Net Losses

     For the 2nd quarter  ended June 30, 2001 and 2000,  the Company  reported a
net loss from operations of $46,062 and $12,039 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.



                                       12

<PAGE>



Employees

     At August 7, 2001,  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  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.



                                       13

<PAGE>



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 June 30, 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:

<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.
</TABLE>

                                       14

<PAGE>


<TABLE>
<S>      <C>      <C>
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]      Void.

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.

                                       15

<PAGE>



[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:



                                       16

<PAGE>


                                   SIGNATURES

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


                            Mariculture Systems, Inc.
                                  (Registrant)


Date: August 13, 2001      By:  /s/ David Meilahn
                           --------------------------
                           David Meilahn
                           President, Treasurer and Chairman

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

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

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

                                       17