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

                                   Form 10-QSB

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

For the quarter ended: June 30, 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.)

7219 196th Street S.W. #C3
Lake Stevens, Washington                                     98036
----------------------------------------         -------------------------------
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number: (425) 774-9169

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 June 30, 2002,  there were  12,036,328  shares of voting stock of the
registrant issued and outstanding.



<PAGE>



                                     PART I



Item 1. Financial Statements





                          INDEX TO FINANCIAL STATEMENTS


Consolidated Balance Sheets..................................................F-1

Consolidated Statements of Operations .......................................F-2

Consolidated Statements of Stockholders' Equity..............................F-3

Consolidated Statements of Cash Flows........................................F-4

Notes to Consolidated Financial Statements...................................F-5






<PAGE>



<TABLE>
<CAPTION>
                            Mariculture Systems, Inc.
                          (a development stage company)
                                  BALANCE SHEET

          ASSETS
                                                                                  June 30,          December 31,
                                                                                    2002                2001
                                                                                -----------------   -----------------
                                                                                 (unaudited)
<S>                                                                             <C>                 <C>
CURRENT ASSETS
    Cash                                                                        $           521     $         5,908
    Prepaid expenses                                                                     71,500                   -
                                                                                -----------------   -----------------
               Total current assets                                                      72,021               5,908

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

PATENTS, net of accumulated amortization of $2,167 and $1,167                            27,833              28,833
                                                                                -----------------   -----------------
                       Total assets                                             $       146,804     $        81,691
                                                                                =================   =================

          LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Notes payable - related party                                               $       120,296     $       111,296
    Notes payable - other                                                                10,000              10,000
    Convertible debt, net of unamortized discount                                        34,417                   -
    Accounts payable - trade                                                            334,152             313,200
    Accounts payable - related party                                                     35,494              37,793
    Payable to stockholders                                                              17,500              17,500
    Accrued liabilities                                                                 126,773             132,741
    Accrued interest                                                                    103,689              88,627
                                                                                -----------------   -----------------
                       Total current liabilities                                        782,321             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                          11,785              11,396
    Common stock subscribed                                                              20,844              94,800
    Additional paid-in capital                                                        1,112,910             832,429
    Accumulated development stage deficit                                            (1,781,056)         (1,568,091)
                                                                                -----------------   -----------------
                       Total stockholders' deficit                                     (635,517)           (629,466)
                       Total liabilities and stockholders' deficit              $       146,804     $        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)
                             STATEMENT OF OPERATIONS
                                   (unaudited)

                                                                                               Cumulative results
                                                                      Six months ended         of operations
                                   Three months ended June 30,            June 30,             since inception
                                    2002             2001            2002          2001        (August 25, 1994)
                                 ------------------------------ -----------------------------  ------------------
<S>                              <C>                <C>         <C>             <C>            <C>
OPERATING EXPENSES
   General and administrative    $         94,157   $  46,062   $    190,560    $    117,495   $       1,042,627
   Research and development                     -           -              -               -             629,289

     Total operating expenses              94,157      46,062        190,560         117,495           1,671,916
                                 -------------------------------- ---------------------------  ------------------

NET LOSS FROM OPERATIONS                  (94,157)    (46,062)      (190,560)       (117,495)         (1,671,916)

OTHER INCOME (EXPENSE), net                     -      15,568              1          15,610              (8,070)

INTEREST EXPENSE                          (19,116)     (9,638)       (22,406)        (13,932)           (101,070)
                                 -------------------------------- ---------------------------  ------------------

NET LOSS                                 (113,273)    (40,132)      (212,965)       (115,817)         (1,781,056)
                                 ================================ ===========================  ==================

LOSS PER COMMON SHARE
   BASIC AND DILUTED             $          (0.01)  $   (0.01)    $  (0.02)     $      (0.01)  $           (0.19)
                                 ================================ ===========================  ==================
</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 June 30, 2002
                                   (unaudited)

                                                                                                             Accumulated
                                                                                                             development
                                                         Common stock        Subscribed stock    Additiona      stage
                                                       Shares      Amount    Shares    Amount     Capital      Deficit     Total
                                                    --------------------------------------------------------------------------------
<S>                                                <C>          <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)

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 November 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)

Issuance of common shares of stock subscribed in
2001                                                    94,800          94  (94,800) (94,800)     94,706                        -
Issuance of 19,570 common stock shares for
services on February 22, 2002                           19,570          20                        19,550                   19,570
Allocation of debenture proceeds to beneficial
conversion features                                                                               85,500                   85,500
Issuance of stock for finacing costs at $0.24 per
share in May and June 2002                              25,000          25    6,107    1,344       5,975                    7,344
Issuance of 250,000 shares for services at $0.30 per
share in May 2002                                      250,000         250                        74,750                   75,000
Issuance of 60,000 shares for services at $0.30 per
share in June 2002                                                           60,000   18,000           -                   18,000
Issuance of 4,000 shares for services at $0.28 per
share in June 2002                                                            4,000    1,100                                1,100
Common stock granted for services in June 2002                                  400      400                                  400

Net loss for the six months ended June 30, 2002                                                                (212,965) (212,965)
                                                    --------------------------------------------------------------------------------
Balance at June 30, 2002                            12,035,328     $11,785   70,507  $20,844  $1,112,910    $(1,781,056)$(635,517)
                                                    ================================================================================
</TABLE>

         The accompanying notes are an integral part of these statements

                                       F-3



<PAGE>



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

                                                                                                Cumulative cash
                                                                   Six months ended               flow results
                                                                       June 30,                  since inception
                                                                   2002            2001         (August 25, 1994)
                                                               -------------  -------------    -------------------
<S>                                                             <C>             <C>             <C>
Increase (decrease) in Cash
Cash flows from operating activities
    Net loss                                                    $  (212,965)    $ (115,817)     $      (1,781,056)
    Adjustments to reconcile net loss to net cash used in
    operating activities:
     Issuance of common stock for services                           42,570         32,067                251,045
     Issuance of common stock in lieu of  expense reimbursement           -         34,744                 34,744
     Issuance of common stock for financing costs                     7,344              -                  7,344
     Depreciation and write down of test facility                         -              -                450,371
     Amortization                                                    35,417              -                 36,584
     Changes in assets and liabilities:
        Prepaid expenses                                                  -                                     -
        Payables to shareholders                                          -              -                 (8,700)
        Accounts payable and accrued liabilities                     87,747         28,907                 657,858
                                                               ---------------- -------------   -------------------
             Net cash used in operating activities                  (39,887)       (20,099)               (351,810)

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                 34,500          5,000                 165,063
    Proceeds from sale of common stock                                    -          9,000                 658,389
    Proceeds from unissued shares                                         -              -                  26,200
                                                               ---------------- -------------   -------------------
             Net cash provided by financing activities               34,500         14,000                 849,652

Net increase (decrease) in cash                                      (5,387)        (6,099)                    521

Cash at beginning of period                                           5,908          7,232                       -
                                                               ---------------- -------------   -------------------
Cash at end of period                                          $        521     $    1,133      $              521
                                                               ================ =============   ===================
Noncash disclosures:
    Unissued shares payable exchanged for common stock                    -              -      $           38,700
    Acquisition of patent in exchange for liability            $          -     $   30,000      $           30,000
                                                               ================ =============   ===================
    Common shares issued to satisfy liabilities                           -              -      $           31,467
    Accrued liabilities converted into debt                    $     60,000              -      $           60,000
                                                               ================ =============   ===================
    Allocation of proceeds of convertible debt to beneficial
    conversion feature                                         $     85,000              -      $           90,750
                                                               ================ =============   ===================
    Common shares issued for future services                   $     71,500              -      $           71,500
                                                               ================ =============   ===================

</TABLE>

         The accompanying notes are an integral part of these statements

                                       F-4



<PAGE>



NOTE 1.  FINANCIAL STATEMENTS

The unaudited condensed financial statements of Mariculture  Systems,  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 May 20, 2002.

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  11,857,806  and
10,616,891 for the three months ended June 30, 2002 and 2001, and 11,830,714 and
10,606,927  for the six months  ended June 30, 2002 and 2001  respectively,  and
9,144,842  from  inception  through June 30, 2002. As of June 30, 2002 and 2001,
the Company had 20,844 and 25,000 of common stock equivalent shares.

Because  of the net loss for the three and six months  ended  June 30,  2002 and
2001, and from inception  through June 30, 2002,  common stock equivalent shares
were not  included in the  calculation  of diluted  earnings  per share as their
inclusion would be anti-dilutive.

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 wages
due to 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 a rate of $0.50 per share.

The Company  recognized  $85,500 as a beneficial  conversion  feature due to the
notes'  conversion  ratios 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 six months ended June 30, 2002,  $34,417 in  amortization  was
recorded.  As of June 30,  2002 the  balance of  convertible  debentures  net of
unamortized discount was $34,417.


                                       F-5



<PAGE>



On February  22,  2002,  the Company  issued  19,570  shares of common  stock in
exchange for consulting services.  The amount of shares issued was determined as
0.167% of total shares outstanding on January 7, 2002.

On April 13,  2002,  the  Company  executed a note  payable to the spouse of the
Company's  president in the amount of $7,000.  The note is payable on demand and
bears an interest rate of 10% per annum.

On May 21,  2002,  the  Company  executed  a note  payable  to the spouse of the
Company's  president in the amount of $2,000.  The note is payable on demand and
bears an interest rate of 10% per annum.


The Company is currently in default (due to  non-payment)  on notes payable that
were outstanding as of December 31, 2001.

In June 2002 the Company  issued  250,000  shares of its common stock in lieu of
prepayment  for future  marketing  services to be performed in 2002. The Company
also  authorized to be granted,  but did not issue,  60,000 shares of its common
stock in lieu of  prepayment  for  future  marketing  services.  Of the  310,000
shares,  238,334  were for  services  subsequent  to June 30,  2002.  Due to the
nonforfeitable  nature of these  shares,  these shares were  recorded as prepaid
expenses and included in the  statement  of  stockholders'  deficit and loss per
share computations as of and for the six months ended June 30, 2002.

In June 2002 the Company  authorized  to be granted,  but did not issue,  28,000
shares of its  common  stock in lieu of rent  payments.  Due to the  forfeitable
nature of these shares,  24,000 shares  related to future rent were not included
in the statement of Stockholders'  deficit and loss per share computations as of
and for the six months ended June 30, 2002.


NOTE 4.  MANAGEMENT PLANS

The Company is in a process of pursuing several potential projects to build fish
farms utilizing Company's proprietary technology.  No firm commitments have been
obtained.

The Company is also working on various financing  opportunities  that range from
obtaining a bank  financing  in the amount of $100,000  to  $150,000,  to a bond
offering that would allow raising up to $10 million.  No firm  commitments  have
been obtained.



                                       F-6





<PAGE>







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

General

     The Company  relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and Rule 506 of Regulation D promulgated  thereunder  ("Rule
506") for  several  transactions  regarding  the  issuance  of its  unregistered
securities. In each instance, such reliance was based upon the fact that (i) the
issuance  of the shares did not  involve a public  offering,  (ii) there were no
more than thirty-five (35) investors (excluding "accredited  investors"),  (iii)
each  investor  who was not an  accredited  investor  either  alone  or with his
purchaser  representative(s)  has such knowledge and experience in financial and
business  matters that he is capable of  evaluating  the merits and risks of the
prospective  investment,  or the issuer reasonably believes immediately prior to
making any sale that such  purchaser  comes  within this  description,  (iv) the
offers  and  sales  were made in  compliance  with  Rules  501 and 502,  (v) the
securities  were subject to Rule 144  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 April and May 2002,  Elaine Meilahn,  the wife of the Company's  current
President,  Treasurer  and  Chairman  loaned  the  Company  $7,000  and  $2,000,
respectively.  Both loans bear  interest  at a rate of ten percent per annum and
both are payable on demand.  For such offering,  the Company relied upon the 506
Exemption and the Washington Exemption.

     In June 2002, the Company  issued  275,000 shares of its restricted  common
stock to one person for services rendered to the Company. For such offering, the
Company relied upon the 506 Exemption and the Washington Exemption.

     Subsequent to June 30, 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,

                                       10

<PAGE>



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.

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 and Six Months Ended June 30, 2002 and June
30, 2001



                                       11

<PAGE>



Financial Condition, Capital Resources and Liquidity

     For the 2nd quarter  ended June 30,  2002 and 2001 the Company  recorded no
revenues.  For the six months  ended June 30, 2002 and 2001,  the  Company  also
recorded no revenues.  For the second  quarter  ended June 30, 2002 and 2001 the
Company had general and administrative  expenses of $94,157 and $46,062. For the
six  months  ended  June  30,  2002  and  2001,  the  Company  had  general  and
administrative expenses of $190,560 and $117,495 respectively.

     For the 2nd  quarter  ended June 30,  2002 and 2001,  the Company had total
operating  expenses of $94,157 and  $46,062.  For the six months  ended June 30,
2002 and 2001,  the  Company  had  total  operating  expenses  of  $190,560  and
$117,495.

     In April and May 2002,  Elaine Meilahn,  the wife of the Company's  current
President,  Treasurer  and  Chairman  loaned  the  Company  $7,000  and  $2,000,
respectively.  Both loans bear  interest  at a rate of ten percent per annum and
both are payable on demand.

Net Losses

     For the 2nd quarter  ended June 30, 2002 and 2001,  the Company  reported a
net loss from operations of $94,157 and $46,062 respectively. For the six months
ended June 30, 2002 and 2001, the Company reported a net loss from operations of
$190,560 and $117,495 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 June 30, 2002, the Company employed five (5) persons,  two (2) full time
and three (3) part time.  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.



                                       12

<PAGE>



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.

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, 2002, covered by
this report to a vote of the Company's shareholders, through the solicitation of
proxies or otherwise.


                                       13

<PAGE>



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:


Exhibit No.     Description
--------------------------------------------------------------------------------
<TABLE>
<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.
</TABLE>


                                       14

<PAGE>


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

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]  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.

                                       15

<PAGE>



[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:



                                       16

<PAGE>


                                   SIGNATURES

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


                            Mariculture Systems, Inc.
                           --------------------------
                                  (Registrant)


Date: August 7, 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




                                       17