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

                                   Form 10-QSB

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

For the quarter ended March 31, 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 March 31, 2002,  there were 11,761,328  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 SHEET



                     ASSETS

                                                                       December 31,     March 31,
                                                                           2001           2002
                                                                                       (unaudited)
                                                                      --------------  -------------
<S>                                                                   <C>             <C>
      CURRENT ASSETS
          Cash                                                        $       5,908   $      1,200
                                                                      --------------  -------------

                    Total current assets                                      5,908          1,200

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

      PATENTS, net of accumulated amortization of $1,167 and $1,459          28,833         28,333
                                                                      --------------  -------------
                    Total assets                                      $      81,691   $     76,483
                                                                      ==============  =============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

      CURRENT LIABILITIES
          Notes payable - related party                               $     111,296   $    111,296
          Notes payable - other                                              10,000         10,000
          Convertible debt, net of unamortized discount                           -         11,729
          Accounts payable - trade                                          313,200        323,692
          Accounts payable - related party                                   37,793         34,684
          Payables to stockholders                                           17,500         17,500
          Accrued liabilities                                               132,741         99,753
          Accrued interest                                                   88,627         91,917
                                                                      --------------  -------------
                    Total current liabilities                               711,157        700,571
                                                                      --------------  -------------

      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            11,396         11,510
      Common stock subscribed                                                94,800              -
      Additional paid-in capital                                            832,429      1,032,185
      Accumulated development stage deficit                              (1,568,091)    (1,667,783)
                                                                      --------------  -------------

                    Total stockholders' deficit                            (629,466)      (624,088)
                                                                      --------------  -------------

                    Total liabilities and stockholders' deficit       $      81,691   $     76,483
                                                                      ==============  =============
</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
                                                                                         of operations
                                                          Quarter ended March 31,       since inception
                                                            2001          2002         (August 25, 1994)
                                                        -------------  -------------   -----------------
<S>   <C>                                               <C>            <C>             <C>
      OPERATING EXPENSES
          General and administrative                    $    71,433    $    96,403     $      948,470
          Research and development                                -              -            629,289
                                                        -------------  -------------   -----------------
              Total operating expenses                       71,433         96,403          1,577,759

      NET LOSS FROM OPERATIONS                              (71,433)       (96,403)        (1,577,759)

      OTHER INCOME (EXPENSE), net                                42              1             11,046

      INTEREST EXPENSE                                       (4,294)        (3,290)          (101,070)
                                                        -------------  -------------   -----------------
      NET LOSS                                          $   (75,685)   $   (99,692)    $   (1,667,783)
                                                        =============  =============   =================


      LOSS PER COMMON SHARE - BASIC AND DILUTED         $     (0.01)   $     (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 March 31, 2002
                                   (unaudited)

                                                                                                      Accumulated
                                              Common stock           Subscribed stock   Additional   development
                                        ----------------------- ---------------------     paid-in        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 1996                  (10,075,354)    (10,075)        -          -        10,075               -             -
Share exchange agreement of
   MSIW in August 1996                    8,800,000       8,800         -          -        (8,800)              -             -
Sale of common stock in 1997                186,978         187         -          -       145,741               -       145,928
Issuance of common stock for
   services in 1997                         126,747         127         -          -        68,933               -        69,060
Issuance of common stock for
   services in 1998                          20,600          21         -          -        20,579               -        20,600
Sale of common stock in 1999                 32,000          32         -          -        31,968               -        32,000
Net loss since inception through
   December 31,1999                               -           -         -          -                    (1,017,187)   (1,017,187)
                                        ------------ ----------- ---------  ---------  -------------  -------------  ------------
Balance at December 31, 1999             10,284,817  $   10,285         -   $      -   $   725,849    $ (1,017,187)  $  (281,053)

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

Issuance of 32,467 common stock shares
 for services on January 2, 2001             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
 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 feature                    -            -        -          -         85,500              -        85,500
Net loss for the quarter ended
 March 31, 2002                                   -            -        -          -              -        (99,692)      (99,692)
                                        ------------ ----------- ----------- ---------  -------------  ------------   ------------
Balance at March 31, 2002                11,760,328  $    11,510        -          -    $ 1,032,185    $(1,667,783)   $ (624,088)
                                        ============ =========== =========== =========  =============  ============   ============
</TABLE>


         The accompanying notes are an integral part of this statement.


                                       F-3


<PAGE>



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

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                                        Cumulative results
                                                                                                           of operations
                                                                     For three months ended March, 31     since inception
                                                                          2001             2002          (August 25, 1994)
                                                                       -------------    -------------    -----------------
<S>  <C>                                                                <C>              <C>              <C>
     Increase (Decrease) in Cash

     Cash flows from operating activities
       Net loss                                                         $     (75,685)   $    (99,692)    $  (1,667,783)
       Adjustments to reconcile net loss to net cash used in
        operating activities:
         Issuance of common stock for services                                 31,767          19,570           228,045
         Issuance of common stock in lieu of expense reimbursement                  -               -            34,744
         Depreciation and write down of test facility                               -               -           450,371
         Amortization                                                               -          12,229            13,396
         Changes in assets and liabilities
            Payables to shareholders                                                -               -            (8,700)
            Accounts payable and accrued liabilities                           26,199          37,685           607,796
                                                                        -------------    -------------     --------------

            Net cash used in operating activities                             (17,719)        (30,208)         (342,131)

     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                        5,001          25,500           156,063
       Proceeds from sale of common stock                                      9,000               -           658,389
       Proceeds from unissued shares                                               -               -            26,200
                                                                       -------------    -------------     --------------

            Net cash provided by financing activities                         14,001          25,500           840,652
                                                                       -------------    -------------     --------------

     Net increase (decrease) in cash                                          (3,718)         (4,708)            1,200

     Cash at beginning of period                                               7,232           5,908                 -
                                                                       -------------    -------------     --------------
     Cash at end of period                                             $       3,514    $      1,200      $      1,200
                                                                       =============    =============     ==============
     Noncash disclosures:
             Unissued shares payable exchanged for common stock        $       1,500    $          -      $     38,700
                                                                       =============    =============     ==============
             Acquisition of patent in exchange for liability           $           -    $          -      $     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             $           -    $     85,500      $     90,750
               beneficial conversion feature                           =============    =============     ==============
</TABLE>




         The accompanying notes are an integral part of these statements.

                                       F-4


<PAGE>



                            Mariculture Systems, Inc.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

      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 and Form 10KSB.

      NOTE 2.  NET (LOSS) EARNINGS PER SHARE

     Basic (loss) earnings per share are based on the weighted average number of
     shares  outstanding  during each quarter.  The weighted  average shares for
     computing the Company's  basic (loss) earning per share were 11,745,643 and
     10,597,914   for  the  three   months   ended  March  31,  2002  and  2001,
     respectively,  and 8,966,803 from  inception  through March 31, 2002. As of
     March 31, 2002 and 2001,  the  Company  had 100,000 and 0, of common  stock
     equivalent shares.

     Because of the net loss for the three months ended March 31, 2002 and 2001,
     and from inception  through March 31, 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 three months ended March 31, 2002,  $11,729 in
     amortization was recorded.  As of March 31, 2002 the balance of convertible
     debentures net of unamortized discount was $11,729.

     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.

      NOTE 4.  SUBSEQUENT EVENTS

     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.

NOTE 5.  NEW AUTHORIVE ACCOUNTING PRONOUNCEMENTS

     In October 2001, the campital  Finacial  Accounting  Standards Board issued
     Statement of Financial  Accounting  Standard (SFAS) 144, Accounting for the
     Impairment or Disposal of Long-Lived Assets.  SFAS 144 supersedes SFAS 121,
     Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
     Be Disposed Of, and the accounting and reporting  provisions of APB Opinion
     30, Reporting the Results of  Operations-Reporting  the Effects of Disposal
     of Segment of a  Business,  and  Extraordinary,  Unusual  and  Infrequently
     Occuring  Events  and  Transactions,  for  segements  of a  business  to be
     disposed  of.  SFAS 144 is  effective  for  fiscal  years  beginning  after
     December  15,  2001.  The initial  application  of SFAS 144 did not have an
     impact on the company's consolidated finacial statements.


                                       F-5


<PAGE>



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

General

     In January 2002, the Company issued 93,600 shares of its restricted  common
stock,  previously  granted in December  2001, to Richard J. Luce, the Company's
current  Vice-President  of Sales & Marketing and Secretary of the Company.  The
shares were issued as compensation for his services to the Company.  They are in
addition  to his  salary,  which to date is  unpaid,  but for which the  Company
accrues.  For such  offering,  the Company  relied upon Section 4(2) of the Act,
Rule 506 and Section 460-44A-506 of the Washington Code.

     In January 2002,  the Company  issued 300 shares of its  restricted  common
stock each to Robert J.  Janeczko,  Richard  J. Luce,  Don N. Jonas and David E.
Meilahn for service on the Company's Board of Directors.  For such offering, the
Company  relied upon Section 4(2) of the Act, Rule 506,  Section  4[5/4]S of the
Illinois Code and Section 460-44A-506 of the Washington Code.

     In February 2002, the Company issued 19,570 shares of its restricted common
stock to Charles A.  Gaudio and Mary Ann Gaudio  JTWROS,  previously  granted in
January  2002,  for  consulting  services  performed  by  Creative  Solutions  &
Strategies,  Inc. For such offering, the Company relied upon Section 4(2) of the
Act, Rule 506 and Section 517.061(11) of the Florida Code.

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.




<PAGE>



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

Results of Operations  -For the Three Months Ending March 31, 2002 and March 31,
2001

Financial Condition, Capital Resources and Liquidity

     For the 1st quarter  ended March 31, 2002 and 2001 the Company  recorded no
revenues.  For the first  quarter  ended March 31, 2002 and 2001 the Company had
general and administrative expenses of $96,403 and $71,433.

     For the 1st quarter ended March 31, 2002 and 2001, the Company had research
and development expenses of $0 and $0 respectively.

     For the 1st quarter  ended  March 31, 2002 and 2001,  the Company had total
operating expenses of $96,403 and $71,433.

Net Losses

     For the 1st quarter ended March 31, 2002 and 2001,  the Company  reported a
net loss from operations of $99,692 and $75,685 respectively.

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

Employees

     At March 31, 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



<PAGE>



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.

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



<PAGE>


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

     No matter was submitted  during the quarter ending March 31, 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.

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>



<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.



<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:




<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: May 20, 2002             By:
                               --------------------------
                               David Meilahn
                               President, Secretary, Treasurer and Chairman

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

                               By:
                               --------------------------
                               Robert Janeczko
                               Director

                               By:
                               ---------------------------
                               Don Jonas
                               Director