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



<PAGE>



                                     PART I

Item 1. Financial Statements

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

                                 BALANCE SHEETS


                                     ASSETS
                                                              December 31, 2000    September 30, 2001
                                                                                      (unaudited)
<S>                                                              <C>                 <C>
 CURRENT ASSETS

 Cash                                                                   7,232        $        801
 Trade Accounts Receivable                                                570                 570
 Prepaid Expenses                                                           -               1,000
                                                                 ------------        ------------

                Total current assets                                    7,802               2,371

PROPERTY AND EQUIPMENT                                                 55,429              55,429

INTELLECTUAL PROPERTY                                                       -              30,000
                                                                 ------------        ------------
                                                                       63,231        $     87,800
                                                                 ------------        ------------

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

 Notes payable                                                         10,000              10,000
 Notes payable to related parties                                      97,296             107,296
 Accounts payable                                                     276,010             298,984
 Payables to related parties                                                -              30,000
 Accrued liabilities                                                  115,576             174,268
                                                                 ------------        ------------
                 Total current liabilities                            498,882             620,548

COMMITMENTS                                                                 -                   -



STOCKHOLDERS' DEFICIT
 Preferred stock                                                            -                   -
 Common stock                                                          10,314              11,391
 Subscribed stock                                                           -                   -
 Additional paid - in capital                                         746,451             822,185
 Accumulated development stage deficit                             (1,192,416)         (1,366,324)
                                                                 ------------        ------------
                                                                     (435,651)           (532,748)
                                                                 ------------        ------------
                                                                 $     63,231        $     87,800
                                                                 ------------        ------------
</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 (unaudited)


                                                                                                                  Cumulative
                                                                                                                  results of
                                                                                                                  operations
                                                                                                                  since inception
                                                                                                                  (August 25,
                                                                                                                     1994)
                                               Three months ended September 30, Nine months ended September 30,

                                                 2000              2001              2000              2001
                                                 -----             -----             -----
<S>                                          <C>              <C>               <C>              <C>             <C>
Operating Expenses
General and Administrative                           6,887            53,759           86,871          171,254      670,634
Research and development                                 -                 -                -                -      629,289
                                             --------------- -----------------  --------------  --------------- -------------

Total Operating Expenses                             6,887            53,759           86,871          171,254    1,299,923

Net loss from operations                            (6,887)          (53,759)         (86,871)        (171,254)  (1,299,923)

OTHER INCOME (EXPENSES)
Interest expenses                                   (5,000)           (4,332)         (11,000)         (18,264)     (89,211)
Other income                                             9                 -                9           15,610       22,810
                                             --------------- -----------------  ---------------  -------------- -------------
                                                    (4,991)           (4,332)         (10,991)          (2,654)     (66,401)

Net loss                                           (11,878)          (58,091)         (97,862)        (173,908)  (1,366,324)


LOSS PER COMMON SHARE -
BASIC AND DILUTED                             $      (0.00)   $        (0.00)   $       (0.01)   $       (0.02)       (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 From July 1, 2001 through
                         September 30, 2001 (unaudited)



                                                   Common Stock        Stock Subscribed      Paid-in     Retained
                                                   ------------

                                                Shares      Amount    Shares     Amount      Capital     Earnings      Total
                                                ------
<S>                                          <C>          <C>        <C>         <C>        <C>        <C>            <C>
Balance at July 1, 2001                      10,605,614    $10,355    1,035,344  $ 36,344    $ 786,877 $ (1,192,416)  $ (358,840)
                                             ------------ ---------- ----------- ---------- ---------- ------------- ------------
Issuance of shares in July 2001 originally
subscribed to in April and May 2001                 400          0         (400)     (400)         400            -            -

Issuance of shares in July 2001 originally
subscribed to in June 2001                        8,675         10       (8,675)   (8,675)       8,665            -            -

Issuance of shares in August 2001 originally
subscribed to in April, May and June 2001        26,269         26      (26,269)  (26,269)      26,243            -            -

Issuance of shares in connection with June
2001 patent acquisition                       1,000,000      1,000   (1,000,000)   (1,000)           -            -            -

Net loss for nine months ended 9/30/01                                                                     (173,908)    (173,908)
                                             ------------ ---------- ----------- --------- ----------- ------------- ------------

Balance as of September 30, 2001               11,640,958  $11,391            -   $     -   $  822,185 $ (1,366,324)  $ (532,748)
                                             ------------ ---------- ----------- --------- ----------- ------------- ------------
</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 (unaudited)


                                                                   Nine months ended September 30,  Cumulative results of
                                                                                                    operations since inception
                                                                                                    (August 25, 1994)

                                                                   2000               2001
                                                                   -----              ----
<S>                                                              <C>            <C>              <C>
Increase (decrease) in Cash
Cash flows from operating activities
     Net loss                                                           (97,862)       (173,908) $   (1,366,324)
 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 stock in lieu of expense reimbursement               11,930          34,744          34,744
 Depreciation and write down of test facility                                 -               -         441,892
             Changes in net assets and liabilities
                     Trade accounts receivable                                -               -            (570)
                      Payables to shareholders                             (845)              -          (8,700)
                     Accounts payable and accrued liabilities            63 091          81,666         451,736
                                                                --------------- --------------- ---------------
                    Net cash used in operating activities               (14,986)        (25,431)       (301,780)

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

Cash flows from financing activities
       Proceeds from notes payable                                       17,617          10,000         121,313
       Proceeds from sale of common stock                                     -           9,000         652,389
       Proceeds from unissued shares                                          -               -          26,200
                                                                --------------- --------------- ---------------

                    Net cash provided by financing activities            17 617          19,000         799,902
                                                                --------------- --------------- ---------------

Net increase (decrease) in cash                                           2,631          (6,431)            801

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

Cash at the end of period                                       $         5,004             801          38,501
                                                                --------------- --------------- ---------------

Non cash financing activities                                   $             -        (31,000)          37,700
                                                                --------------- --------------- ---------------
</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  10,564,147  and
11,640,958 for the three months ended September 30, 2000 and 2001 and 10,410,421
and  11,026,971  for the  nine  months  ended  September  30,  2000 and 2001 and
8,942,829  from inception  through  September 30, 2001. As of September 30, 2001
and 2000, the Company had 25,000 and 25,000 shares of potential  issuable common
stock .

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


NOTE 3.  OTHER EVENTS

The  Company  concluded  the  assignment  to  Mariculture  Systems,  Inc. of the
"Aquaculture System" patent #5,762,024, owned by David Meilahn for which, during
the prior quarter,  the Company approved the outright  purchase for a payment of
1,000,000 shares of Common Stock and $30,000.

On August 20,  2001,  the Company  executed a note  payable to the spouse of the
Company's  president in the amount of $2,500.  The note is payable on demand and
bears an interest rate of 12% per annum.

On September 14, 2001, the Company  executed a note payable to the spouse of the
Company's  president in the amount of $2,500.  The note is payable on demand and
bears an interest rate of 12% per annum.

On October 1, 2001,  the  Company  executed a note  payable to the spouse of the
Company's  president in the amount of $4,000.  The note is payable on demand and
bears an interest rate of 12% per annum.

In June 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 nine
months ended September 30, 2001.





F-5





<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 "506 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").

     In August 2001, the Company  executed a promissory  note in favor of Elaine
Meilahn  in the amount of two  thousand  five  hundred  dollars  ($2,500)  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 upon the 506 Exemption
and the Washington Exemption.

     In  September  2001,  the Company  executed a  promissory  note in favor of
Elaine Meilahn in the amount of two thousand five hundred dollars ($2,500) 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 upon the 506 Exemption
and the Washington Exemption.

     In October 2001, the Company  executed a promissory note in favor of Elaine
Meilahn in the amount of four thousand  dollars  ($4,000) 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 upon the 506 Exemption  and the  Washington
Exemption.



<PAGE>



     In October 2001, the Company sold a total of 6,000 shares of its restricted
common stock to two (2) investors for a total of $6,000. For such offering,  the
Company  relied upon the 506 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.

     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  September  30,  2001 and
September 30, 2000

Financial Condition, Capital Resources and Liquidity

     For the 3rd quarter ended September 30, 2001 and 2000 the Company  recorded
no revenues.  For the three months ended September 30, 2001 and 2000 the Company
had general and administrative  expenses of $53,759 and $6,887. This increase of
$46,872 was due  primarily  to accruals for salary for Richard Luce and expenses
associated with travel related to sales.


<PAGE>



     For the three months  ended  September  30,  2001 and 200,  the Company had
research and development expenses of $0 and $0 respectively.

     For the three months  ended  September  30, 2001 and 2000,  the Company had
total operating expenses of $53,759 and $6,887.

Net Losses

     For the 3rd quarter ended September 30, 2001 and 2000, the Company reported
a net loss from operations of $53,759 and $6,887 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 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,


<PAGE>



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 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.




<PAGE>


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.

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.

4.12       [5]       Promissory Note in the amount of $2,500.00 bearing 12% interest in favor of Elaine
                     Meilahn dated August 22, 2001.

4.13       [5]       Promissory Note in the amount of $2,500.00 bearing 12% interest in favor of Elaine
                     Meilahn dated September 14, 2001.

4.14       [5]       Promissory Note in the amount of $4,000.00 bearing 12% interest in favor of Elaine
                     Meilahn dated October 1, 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.
</TABLE>


<PAGE>



<TABLE>
<S>        <C>       <C>
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.

[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.

[5]  Incorporated   herein  by  reference  to  the   Company's   third   amended
     Registration Statement on Form 10SB filed on November 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:




<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: November 12, 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




<PAGE>