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, 2002

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.)

51 West Dayton Street, Suite 102
Edmonds, WA                                                98020
----------------------------------------     -----------------------------------
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number: (425) 778-5975

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, $0.001 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, 2002,  there were 12,659,185  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
                                                                                September 30,        December 31,
                                                                                     2002                2001
                                                                                 (unaudited)
                                                                                ------------- -- --------------
<S>        <C>                  <C>                                             <C>              <C>
CURRENT ASSETS
           Cash                                                                   $      406        $    5,908
           Prepaid expense                                                            25,000                 -
                                                                                -------------    --------------

                               Total current assets                                   25,406             5,908

TEST FACILITY EQUIPMENT, at salvage value                                             46,950            46,950

PATENTS, net of accumulated amortization of $2,667 and $1,167                         27,333            28,833
                                                                                -------------    --------------

                               Total assets                                      $    99,689       $    81,691
                                                                                =============    ==============

                   LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
           Notes payable - related party                                         $   122,296       $   111,296
           Notes payable - other                                                      10,000            10,000

           Convertible debt, net of unamortized discount                              57,104                 -
           Accounts payable - trade                                                  342,584           313,200
           Accounts payable - related party                                           44,513            37,793
           Payable to stockholders                                                    17,500            17,500
           Accrued liabilities                                                       120,292           132,741
           Accrued interest                                                          111,220            88,627
                                                                                -------------    --------------

                               Total current liabilities                             825,509           711,157

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                12,308            11,396
           Common stock subscribed                                                     1,200            94,800
           Additional paid-in capital                                              1,173,631           832,429
           Accumulated development stage deficit                                  (1,912,959)       (1,568,091)
                                                                                -------------    --------------

                               Total stockholders' deficit                          (725,820)         (629,466)
                                                                                -------------    --------------

                               Total liabilities and stockholders' deficit       $    99,689       $    81,691
                                                                                =============    ==============
</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
                                       Three Months Ended             Nine months ended          of operations
                                          September 30,                 September 30,            since inception
                                     2002           2001           2002           2001          (August 25, 1994)
                                   -------------- -------------   ------------- --------------  ------------------
<S>                                   <C>           <C>            <C>            <C>             <C>
OPERATING EXPENSES
       General and administrative      $ 133,648     $  53,759       $ 324,208      $ 171,254      $    1,176,275
       Research and development              - -           - -                                            629,289

                                   -------------- -------------   ------------- --------------  ------------------
         Total operating expenses        133,648        53,759         324,208        171,254           1,805,564
                                   -------------- -------------   ------------- --------------  ------------------

NET LOSS FROM OPERATIONS                (133,648)      (53,759)       (324,208)      (171,254)         (1,805,564)

OTHER INCOME (EXPENSE), net                9,976                         9,977         15,610            (91,094)

INTEREST EXPENSE                          (8,231)       (4,332)        (30,637)       (18,264)            (16,301)
                                   -------------- -------------   ------------- --------------  ------------------


NET LOSS                                (131,903)      (58,091)       (344,868)      (173,908)         (1,912,959)
                                   ============== =============   ============= ==============  ==================

LOSS PER COMMON SHARE
       BASIC AND DILUTED               $   (0.01)      $     -      $    (0.03)     $   (0.02)       $      (0.21)
                                   ============== =============   ============= ==============  ==================
</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 September 30, 2002
                                   (unaudited)

                                                                                                                Accumulated
                                                                                                     Additional  development
                                                        Common stock             Subscribed stock      paid-in    stage
                                                     Shares      Amount       Shares     Amount        Capital    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    (10,075,354)    (10,075)                            10,075

 Share exchange agreement of MSIW   in August      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 10, 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)
</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 STOCKHOLDERS' DEFICIT
                   Since inception through September 30, 2002
                                   (unaudited)
(cont.)

                                                                                                             Accumulated
                                                                                                Additional   development
                                                             Common stock    Subscribed stock    paid-in         stage
                                                           Shares   Amount    Shares  Amount     Capital       Deficit   Total
                                                       ------------ ------- --------- --------- ---------- ----------- ---------

<S>                                                     <C>         <C>        <C>               <C>        <C>         <C>
 Issuance of 32,467 common stock shares for
     services on January 2, 2001                           31,467       31                         31,436                 31,467

 Issuance of 300 common stock shares for
     services on February 8, 2001                             300                                     300                    300

 Issuance of 300 common stock shares for
     services in May 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

 Issuance of shares in June 2001 in lieu of expense
     reimbursement and related accrued interest            34,744       36                         34,708                 34,744

 Issuance of shares in June in connection with
     acquisition of patent                              1,000,000    1,000                         (1,000)
 Issuance of shares in Movember in connection
     with a sale                                            6,000        6                          5,994                  6,000

 Common stock granted for services in December 2001                            94,800  $94,800                            94,800

 Allocation of debenture proceeds to be beneficial
     conversion feature                                                                             5,250                  5,250

 Net loss for the year ended December 31, 2001                                                               (375,675) (375,675)

                                                       ---------- --------- --------- --------- ---------- ----------- ---------
 Balance at December 31, 2001                          11,645,958   11,396     94,800    94,800    832,429 (1,568,091) (629,466)
</TABLE>

         The accompanying notes are an integral part of these statements

                                       F-4

<PAGE>

<TABLE>
<CAPTION>
                            Mariculture Systems, Inc.
                          (a development stage company)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                   Since inception through September 30, 2002
                                   (unaudited)

(cont.)

                                                                                                            Accumulated
                                                                                                 Additional development
                                                            Common stock     Subscribed stock     paid-in       stage
                                                          Shares     Amount Shares      Amount    Capital      Deficit      Total
                                                      ----------- --------- --------- ---------- ---------- ----------- -----------

<S>                                                   <C>         <C>       <C>       <C>        <C>        <C>         <C>
 Issuance of common shares of stock subscribed            94,800        94   (94,800)   (94,800)    94,706
     in 2001                                                                                                                      -

 Issuance of stock shares for consulting services         19,570        20                          19,550                   19,570
     on February 22, 2002 at $1 per share                                                                                         -

 Common stock granted for Board member services                                  400       400                                  400
 in March 2002 at $1 per share

 Issuance of stock for financing costs at $0.24 per       25,000        25     6,107     1,344       5,975                    7,344
    share in May and June 2002                                                                                                    -

 Issuance of shares for consulting services at $0.30
    per share in May 2002                                250,000                 250                74,750                   75,000

 Issuance of shares for consulting services at $0.30
    per share in June 2002                                                    60,000    18,000                               18,000

 Issuance of shares in lieu of rent payments  at $0.28
    per share in June 2002                                                     4,000     1,100                                1,100

 Common stock granted for Board member services                                  400       400                                  400
 in June 2002

 Issuance of common shares of stock subscribed            70,107        70   (70,107)  (20,444)     20,374                        -
     in June 2002

 Issuance of shares in lieu of rent payments at $0.28
   per share in July 2002                                 24,000        24                           6,576                    6,600

 Issuance of shares for employee services ar $0.08 per   418,750       419                          33,081                   33,500
     share in August 2002

 Issuance of shares for financing costs at $0.07          10,000        10                             690                      700
     per share in May  and June 2002

 Common stock granted for Board Member services                                  400       400                                  400
 in September 2002 at $1 per share

 Allocation of debenture proceeds to beneficial                                                     85,500                   85,500
    conversion features                                                                                                           -

 Net loss nine months ended September 30, 2002                                                                 (344,868)   (344,868)
                                                      ---------- ---------- ---------- --------- ---------- ------------ -----------

 Balance at September 30,2002                         12,558,185   $12,308     1,200    $1,200   $1,173,631 ($1,912,959)  ($725,820)
                                                      ========== ========== ========== ========= ========== ============ ===========
</TABLE>

         The accompanying notes are an integral part of these statements

                                       F-5



<PAGE>

<TABLE>
<CAPTION>
                            Mariculture Systems, Inc.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                                     Cumulative cash
                                                                       Nine months ended              flow results
                                                                       September 30, 2002             since inception
                                                                   2002                2001          (August 25, 1994)
                                                                ----------------- ---------------    -----------------
<S>                                                             <C>               <C>                <C>
Increase (decrease) in Cash
  Cash flows from operating activities
       Net loss                                                  $    (344,868)    $   (173,908)        ($1,912,959)
       Adjustments to reconcile net loss to net cash
           used in operating activities:

           Issuance of common stock for employee and                   129,970           32,067             338,445
              consulting services
           Issuance of common stock in lieu of
              expense reimbursement                                                      34,744              34,744
           Issuance of common stock for financing costs                  8,044                                8,044
           Depreciation and write down of test facility                                                     450,371
           Amortization                                                 58,604                               59,771
           Write off of old accounts payable                            (9,977)                              (9,977)

           Changes in assets and liabilities:
              Payables to shareholders                                                                       (8,700)
              Accounts payable and accrued liabilities                 116,225           81,666              686,336
                                                                ----------------- ---------------    -----------------
                Net cash used in operating activities
                                                                       (42,002)         (25,431)           (353,925)

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 and convertible debt              36,500           10,000             167,063
          Proceeds from sale of common stock                                              9,000             658,389
          Proceeds from unissued shares                                                                      26,200
                                                                ----------------- ---------------    -----------------
                   Net cash provided by financing activities
                                                                        36,500           19,000             851,652
Net increase (decrease) in cash                                         (5,502)          (6,431)                406
Cash at beginning of period                                              5,908            7,232                   -
                                                                ----------------- ---------------    -----------------
Cash at end of period                                                      406              801                 406
                                                                ================= ===============    =================
Non cash disclosures:
      Unissued shares payable exchanged for common stock                                                     38,700
                                                                ================= ===============    =================
      Common shares issued for future services                          25,000                               25,000
                                                                ================= ===============    =================
      Acquisition of patent in exchange for liability                                                        30,000
                                                                ================= ===============    =================
      Common shares issued to satisfy liabilities                       33,500                               31,467
                                                                ================= ===============    =================
      Accrued liabilities converted into debt                           60,000                               60,000
                                                                ================= ===============    =================
      Allocation of proceeds of convertible debt to
          beneficial conversion teature                                 85,500                               90,750
                                                                ================= ===============    =================
</TABLE>

         The accompanying notes are an integral part of these statements


                                       F-6

<PAGE>


                             Mariculture Systems Inc
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002
                                   (unaudited)


NOTE 1.  FINANCIAL STATEMENTS

The unaudited financial  statements of Mariculture  Systems,  Inc. (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,  2002.  The
accompanying  unaudited condensed financial  statements and related notes should
be read in conjunction with audited financial  statements filed on April 8, 2002
as part of Form 10KSB and Form 10QSB filed on August 13, 2002.

NOTE 2.  NET LOSS PER SHARE

Loss per share is based on the  weighted  average  number of shares  outstanding
during each  quarter.  The weighted  average  shares for computing the Company's
loss per  share  were  12,246,582  and  11,640,958  for the three  months  ended
September 30, 2002 and 2001,  and  11,905,661 and 11,026,971 for the nine months
ended  September 30, 2002 and 2001,  respectively,  and 9,239,551 from inception
through  September 30, 2002. As of September 30, 2002 and 2001,  the Company had
20,844 and 25,000 of potentially issuable common stock.

Because of the net loss for the three and nine months ended  September  30, 2002
and 2001, and from inception through September 30, 2002, common stock equivalent
shares were not included in the  calculation  of diluted loss per share as their
inclusion would be antidilutive.

NOTE 3.  OTHER EVENTS

In January 2002, the Company executed seven  convertible notes totaling $25,500.
The notes  mature one year from  issuance  and bear an interest  rate of 10% per
annum.  Principal  and  interest  may be  converted to common stock at a rate of
$0.50 per share.

On February 23, 2002, the Company's  employee  agreed to convert $60,000 in wage
due him from the Company into a convertible  promissory  note.  The note matures
one year from  issuance  and bears  interest  at 10% per  annum.  Principal  and
interest may be converted to common stock at $0.50 per share.

The  Company  recognized  $85,500 as  beneficial  conversion  feature due to the
notes' effective conversion rates being below the underlying stock's fair value.
The resulting debt discount will be amortized using the effective  interest rate
over one  year.  For the nine  months  ended  September  30,  2002,  $57,104  in
amortization  was recorded.  As of September 30, 2002 the balance of convertible
debentures net of unamortized discount was $57,104.

                                       F-7


<PAGE>


 NOTE 3. (Continued)

On February  22,  2002,  the Company  issued  19,570  shares of common  stock in
exchange for  consulting  services.  In accordance  with terms of the consulting
agreement,  the  amount of shares  issued was  determined  as 0.16% of the total
shares outstanding on January 7, 2002.

The Company has  received  cash loans from,  and executed  notes  payable to the
spouse of the Company's president,  that are payable on demand and bear interest
at 10% per annum, as follows:

                  April 13, 2002                     $7,000
                  May 21, 2002                       $2,000
                  July 29, 2002                      $1,000
                  August 22, 2002                    $1,000

The Company is currently in default (due to non-payment) on notes payable with a
principal balance of $121,296.

In May 2002,  the Company  issued  250,000 shares of its common stock in lieu of
payment for future marketing  services to be performed in 2002. At that time the
Company  also  authorized  to be granted  60,000  shares of its common stock for
payment of future  marketing  services,  and in September  2002,  issued  60,000
shares of its common stock for  marketing  services  performed  during the three
months ended September 2002.

In June 2002,  the Company  authorized  28,000  shares of its common stock to be
issued in lieu of rent  payments.  4,000  shares were  issued in June 2002,  and
24,000 shares were issued in July 2002.

On September 5, 2002, the Company's  employee agreed to convert $33,500 of wages
due into common stock at the prevailing  price of $0.08 per share.  The employee
was issued 418,750 shares of restricted stock.

NOTE 4.  MANAGEMENT PLANS

The Company is pursuing several potential projects to build fish farms utilizing
the  Company's  proprietary  technology.  The Company  has  received a letter of
intent for installation of a fish farm in British Columbia,  Canada,  contingent
on  appropriate  financing  and  receipt  of  the  permit  from  the  Provincial
Government expected in early December 2002. Other projects are pending

The Company is working on various financing  opportunities  from bank loans to a
bond  offering.  No firm  commitments  have  been  obtained  and there can be no
assurance that such funds will be raised.

The  rate at which  the  Company  expends  its  resources  is  variable,  may be
accelerated,  and will depend on many  factors.  The Company  will need to raise
substantial  additional  capital  to  fund  its  operations  and may  seek  such
additional funding through public or private equity or debt financing. There can
be no assurance  that such  additional  funding will be available on  acceptable
terms,  if at all.  The  Company's  continued  existence  as a going  concern is
ultimately   dependent  upon  its  ability  to  secure  additional  funding  for
completing   and  marketing  its  technology  and  the  success  of  its  future
operations.



                                      F-8



<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  limitations on resale and (vi) each of the
parties was 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 WAC  460-44A-506 of the Washington Code for several
transactions   regarding  the  issuance  of  its   unregistered   securities  in
Washington.  In each  instance,  such reliance was based upon the fact that: (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  "Washington
Exemption").

     In July 2002, the Company issued 66,107 shares of the Company's  restricted
common  stock to one person for  services  rendered  to the  Company  and 28,000
shares of the restricted common stock of the Company to one person for rental of
office space for a period of between three and four months.  For such  offering,
the Company relied upon the 506 Exemption, Section 59.035(12) of the Oregon Code
and the Washington Exemption.

     The Company  relied upon Section 59.035 of the Oregon Code for the issuance
of shares of its common stock.  In each  instance,  such reliance was based upon
the fact that: (i) the transactions  resulted in not more than ten purchasers in
Oregon  during  any  twelve  consecutive  months;  (ii) no  commission  or other
remuneration  was paid or given  directly or indirectly  in connection  with the
offer  or sale  of the  securities;  (iii)  no  public  advertising  or  general
solicitation was used in connection with any transaction and (iv) at the time of
any  transaction  under this exemption the Company did not have under the Oregon
Securities Law an application for  registration or an effective  registration of
securities which were a part of the same offering.

                                       11


<PAGE>


     Both in July and in August 2002, Elaine Meilahn,  the wife of the Company's
current  President,  Treasurer and Chairman loaned the Company $1,000. The loans
bear interest at a rate of ten percent per annum and are payable on demand.  For
such  offering,  the Company  relied upon the 506 Exemption  and the  Washington
Exemption.

     In  August  2002,  the  Company  issued a total of  110,000  shares  of its
restricted common stock to two (2) persons for services rendered to the Company.
For such issuance,  the Company relied upon the 506 Exemption and the Washington
Exemption.

     In August 2002, Richard Luce, the Company's current Vice-President of Sales
and Marketing and Secretary, elected to convert $33,500 in back salary from 2001
to 418,750 shares of the Company's  restricted  common stock. For such issuance,
the Company relied upon the 506 Exemption and the Washington Exemption.

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 continuing its efforts to establish demonstration facilities
both in fresh water and salt water. The farms should validate the results of the
earlier pilot facility to the aquaculture  industry and its stakeholders as well
as benefit the  Company  financially  through  their  purchase of the  SARGO(TM)
Finfarm Technology and with a share of the profits from harvest.

     The  Company's  management  continued its  negotiations  with the owners of
Yellow  Island  Aquaculture  ("YIA") to install a  four-reservoir  farm at their
marine site near Campbell River,  British Columbia,  Canada. YIA issued a letter
of interest to the Company  earlier this summer,  and  submitted to the Canadian
Government an application for permit  expansion.  A meeting was held to finalize
the  permit  application  at the  governmental  offices on  Vancouver  Island in
September, with the owners of YIA, members of government and management from the
Company in attendance. The meeting answered all parties' questions and developed
a timeline that should give final approval for expansion in early December 2002.

                                       12


<PAGE>



     Business  executives and landowners from the Midwestern  United States have
met with the Company to discuss the purchase and  installation of multiple SARGO
Systems.  A future  order  would be  predicated  on the  success  of an  initial
8-reservoir  system.  They're in the process of formulating their  organization,
developing  their  markets and applying for the necessary  permits.  A letter of
commitment and purchase order are anticipated in the near future.

     A Freshwater  Finfish  farmer in the  Northwest has met with the Company to
discuss  installation of a 4-reservoir  system in the Columbia River Basin.  The
meetings have moved the project closer to fruition.  Species, location selection
and possible sources of financing have been presented.

     The Company  has hired Dan Robles,  P.E.  as an  employee.  Dan  previously
worked  for  Boeing,  where  he was  responsible  for  engineering  and  systems
integration.  He is currently assisting the Company by upgrading tank design for
structure and assembly  while  focusing on the  integration  of life support and
waste  removal  systems.  Several  concepts  are  unique,  for which the Company
intends to file patents in early 2003.

     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 and Nine Months Ended  September 30, 2002
and September 30, 2001

Financial Condition, Capital Resources and Liquidity

     During the three and nine  months  ended  September  30,  2002 and 2001 the
Company generated no revenues. For the three months ended September 30, 2002 and
2001 the  Company  had general  and  administrative  expenses  of  $133,648  and
$53,759.  The reason for the increase in general and administrative  expenses of
$79,889 is interest,  selling  expenses and salaries.  For the nine months ended
September 30, 2002 and 2001, the Company had general and administrative expenses
of $324,208  and $171,254  respectively.  The reason for the increase in general
and  administrative  expenses for the nine months is interest,  selling expenses
and salaries.

                                       13



<PAGE>


     For the 3rd quarter  ended  September  30,  2002 and 2001,  the Company had
total  operating  expenses of $133,648  and  $53,759.  For the nine months ended
September  30,  2002 and 2001,  the  Company  had total  operating  expenses  of
$324,208 and $171,254, respectively.

     Both in July and in August 2002, Elaine Meilahn,  the wife of the Company's
current  President,  Treasurer and Chairman loaned the Company $1,000. The loans
bear interest at a rate of ten percent per annum and are payable on demand.  For
such  offering,  the Company  relied upon the 506 Exemption  and the  Washington
Exemption.

Net Losses

     For the 3rd quarter ended September 30, 2002 and 2001, the Company reported
a net loss from  operations of $133,648 and $53,759  respectively.  For the nine
months ended  September 30, 2002 and 2001, the Company  reported a net loss from
operations of $324,208 and $171,254, respectively.

     The ability of the Company to  continue  as a going  concern is  ultimately
dependent upon its ability to generate sales and obtain  additional  capital and
financing.  The Company is currently  seeking financing to allow it to begin its
planned operations.  However, there can be no assurance that such financing will
be available on acceptable terms, if at all.

New Accounting Pronouncements

     The FASB issued SFAS No. 145,  "Recision of FASB  Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections," on April 30,
2002.  Statement No. 145 rescinds  Statement No. 4, which required all gains and
losses  from  extinguishments  of  debt  to  be  aggregated  and,  if  material,
classified as an  extraordinary  item,  net of related  income tax effect.  Upon
adoption of Statement No. 145,  companies will be required to apply the criteria
in APB  Opinion  No. 30,  "Reporting  the  Results of  Operations-Reporting  the
Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual and
Infrequently   Occurring   Events   and   Transactions"   in   determining   the
classification of gains and losses resulting from the  extinguishments  of debt.
Statement  No. 145 is effective for fiscal years  beginning  after May 15, 2002.
The  Company  is  currently  evaluating  the  requirements  and  impact  of this
statement on its results of operations and financial position.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities." This standard requires  companies
to recognize  costs  associated  with exit or disposal  activities when they are
incurred  rather than at the date of a commitment  to an exit or disposal  plan.
Examples of costs covered by the standard  include lease  termination  costs and
certain  employee  severance  costs that are  associated  with a  restructuring,
discontinued operation,  plant closing, or other exit or disposal activity. SFAS
No. 146 is to be applied  prospectively to exit or disposal activities initiated
after  December 31, 2002. The adoption of this statement is not expected to have
a material impact on the Company's results of operations and financial position.

                                       14


<PAGE>



Employees

     At September 30, 2002,  the Company  employed  five (5) persons,  three (3)
full time and two (2) part time.  Only two (2) of the  employees are 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.

                                       15


<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  September  30,  2002,
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
</TABLE>

                                       16


<PAGE>


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

4.15     *        Promissory Note in the amount of $1,000.00 bearing 10% interest in favor of Elaine
                  Meilahn dated July 29, 2002.

4.16     *        Promissory Note in the amount of $1,000.00 bearing 10% interest in favor of Elaine
                  Meilahn dated August 22, 2002.

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.
</TABLE>

                                       17


<PAGE>


<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.

99.1     *        Section 906 of the Sarbanes-Oxley Act of 2002 CEO Certification.

99.2     *        Section 906 of the Sarbanes-Oxley Act of 2002 CFO Certification.
-----------------------
</TABLE>


[1]  Previously filed with the Company's  Registration Statement on Form 10SB on
     September 13, 2000.

[2]  Previously filed with the Company's first amended Registration Statement on
     Form 10SB on December 21, 2000.

[3]  Previously filed with the Company's  Current Report on Form 8-K on February
     26, 2001.

[4]  Previously  filed with the  Company's  Annual  Report on Form 10KSB for the
     period ended December 31, 2000 on April 13, 2001.

[5]  Previously filed with the Company's third amended Registration Statement on
     Form 10SB 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:

                                       18


<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 14, 2002

                              By: /s/ David Meilahn
                              --------------------------
                              David Meilahn
                              President, Treasurer and Chairman

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

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

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

                                       19

<PAGE>



                                 CERTIFICATIONS

     I, David Meilahn, certify that:

     1. I have  reviewed  this  quarterly  report on Form 10-QSB of  Mariculture
Systems, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.



Date: November 14, 2002

/s/ David Meilahn
----------------------------------------------
David Meilahn
Chief Executive Officer (or equivalent thereof)





     I, David Meilahn, certify that:

     1. I have  reviewed  this  quarterly  report on Form 10-QSB of  Mariculture
Systems, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.



Date: November 14, 2002


/s/ David Meilahn
----------------------------------------------
David Meilahn
Chief Financial Officer (or equivalent thereof)

                                       20