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, 2000

Commission file no.  000-31521

                            Mariculture Systems, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

             Florida                                                  65-0677315
-------------------------------              -----------------------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

P.O. Box 968
Lake Stevens, Washington                                                   98258
----------------------------------------------------                  ----------
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number (425) 397-0409

Securities registered under Section 12(b) of the Exchange Act:

                                                        Name of each exchange on
      Title of each class                                       which registered

                None                                                        None
-----------------------------                          -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                       -----------------------------------
                                (Title of class)

Copies of Communications Sent to:
                                            Mintmire & Associates
                                            265 Sunrise Avenue, Suite 204
                                            Palm Beach, FL 33480
                                            Tel: (561) 832-5696
                                            Fax: (561) 659-5371


<PAGE>



         Indicate by Check whether the issuer (1) filed all reports  required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.
                  Yes       X       No
                           --              ---

         As of September 30, 2000,  there are 10,574,147  shares of voting stock
of the registrant issued and outstanding.



<PAGE>



                                     PART I

Item 1.           Financial Statements


INDEX TO FINANCIAL STATEMENTS


                                                                      PAGE



CONDENSED FINANCIAL STATEMENTS
         Balance sheet                                                F-1
         Statement of operations                                      F-2
         Statement of cash flows                                      F-3
         Notes to financial statements                                F-4




<PAGE>


<TABLE>
<CAPTION>

MARICULTURE SYSTEMS INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
(unaudited)

<S>                                                                   <C>                       <C>
                                                                            SEPTEMBER                 DECEMBER
                                                                             30, 2000                 31, 1999
                                                                      ----------------------    --------------------

CASH                                                                   $               5,800    $             2,373

TEST FACILITY, net                                                                    55,429                 55,429
                                                                      ----------------------    --------------------

            Total assets                                               $              61,229      $           57,802
                                                                      ======================    ====================

CURRENT LIABILITIES
    Notes payable related party                                        $              92,364      $          78,765
    Notes payable other                                                               14,017                 14,017
    Accounts payable related party                                                    19,662                 18,016
    Trade accounts payable                                                           167,082                154,857
    Unissued shares payable                                                           17,500                 26,200
    Accrued interest                                                                  58,000                 47,000
                                                                      ----------------------    --------------------

            Total current liabilities                                                368,625                 338,855
                                                                      ----------------------    --------------------

STOCKHOLDERS' DEFICIT
    Common stock, par value $.001; 20,000,000 shares authorized;  10,564,147 and
        10,284,817 issued and outstanding at September 30, 2000 and
        December 31, 1999, respectively                                               10,565                 10,285
    Additional paid in capital                                                       796,200                725,849
    Deficit accumulated during the development stage                              (1,114,161)            (1,017,187)
                                                                       ----------------------    --------------------

            Total stockholders' deficit                                             (307,396)              (281,053)
                                                                       ----------------------    --------------------

            Total liabilities and stockholders' deficit                $              61,229      $          57,802
                                                                       ======================    ====================
</TABLE>


                             See accompanying notes


                                       F-1




<PAGE>




<TABLE>
<CAPTION>

MARICULTURE SYSTEMS INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
(unaudited)

<S>                                   <C>          <C>            <C>            <C>             <C>


                                                                                                         FOR THE
                                                                                                       PERIOD FROM
                                                                                                        INCEPTION
                                             THREE MONTHS                  NINE MONTHS              (AUGUST 25, 1994) to
                                            ENDED SEPTEMBER              ENDED SEPTEMBER                SEPTEMBER 30,
                                                   30,                          30,
                                           2000           1999           2000           1999                  2000

OPERATING EXPENSES

General and administrative
expenses                              $  11,117    $      4,086    $   71,619    $     7,457       $        412,570

Research and experimentation
expenses                                  2,420             496        14,355          3,531                643,644

Total operating expenses                 13,537            4,582        85,974        10,988              1,056,214

NET LOSS FROM
OPERATIONS                             (13,537)         (4,582)      (85,974)       (10,988)             (1,056,214)

INTEREST INCOME                                                                                               7,191

INTEREST EXPENSE                        (5,000)         (3,000)      (11,000)        (9,000)                (65,138)

NET LOSS                              $(18,537)    $    (7,582)    $ (96,974)      $(19,988)      $      (1,114,161)


</TABLE>


                             See accompanying notes


                                       F-2



<PAGE>


<TABLE>
<CAPTION>

MARICULTURE SYSTEMS INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)

<S>                                                             <C>             <C>          <C>
                                                                       NINE MONTHS                     FOR THE PERIOD
                                                                          ENDED                        FROM INCEPTION
                                                                      SEPTEMBER 30,              (AUGUST 25, 1994) to
                                                                       2000           1999         SEPTEMBER 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
    Cash paid to suppliers, subcontractors and employees        $  (10,172)     $  (7,233)    $             (272,902)
    Interest received                                                                                          7,191
    Interest paid                                                                                             (7,138)

            Net cash from operating activities                     (10,172)        (7,233)                  (272,849)

CASH FLOWS FROM INVESTING ACTIVITIES
    Sale of equipment                                                                 500                        500
    Purchase of test facility                                                                               (497,821)

            Net cash from operating activities                                        500                   (497,321)

CASH FLOWS FROM FINANCING ACTIVITIES
                                    Proceeds from notes payable      13,599         6,750                    106,381
                             Proceeds from sale of common stock                     2,000                    652,089
                              Cash received for unissued shares                                               17,500

                             Net cash from financing activities      13,599         8,750                    775,970

NET CHANGE IN CASH                                                     3,427        2,017                      5,800

CASH, beginning of period                                              2,373          150

CASH, end of year                                               $     5,800    $    2,167     $                5,800

RECONCILIATION OF NET LOSS TO NET
                         CASH FROM OPERATING ACTIVITIES
        Net loss                                                $  (96,974)     $ (19,988)    $            (1,114,161)
    Adjustments to reconcile net loss to net cash
            from operating activities
        Depreciation and write-down of test
            facility to net salvage value                                                                     441,892
        Services received in exchange for common stock               61,931                                   154,676
        Changes in operating assets and liabilities
            Trade accounts payable                                   13,871           3,755                   186,744
            Accrued interest                                         11,000           9,000                    58,000

NET CASH FROM OPERATING ACTIVITIES                              $  (10,172)    $     (7,233)   $             (272,849)

SUPPLEMENTAL DISCLOSURE OF NONCASH
ACTIVITIES

    Common stock issued for services                             $   61,931    $         -     $              154,676
</TABLE>


                                       F-3


<PAGE>



MARICULTURE SYSTEMS, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)


Mariculture Systems, Inc. (the Company) is a development stage company which has
undertaken  the  development,  manufacturing  and  marketing of products for the
aquaculture industry.  The products are primarily new technology in fish farming
through the use of a rigid wall fish rearing system.  The Company  developed and
constructed a test facility in June 1996.  Fish were  installed by a third party
in October 1996, with harvest of the crop  accomplished in August 1997. The test
facility  performed  effectively.  The  Company has elected to expense all costs
associated with the development,  engineering,  startup and operations that have
been incurred.  The condensed financial statements and notes are representations
of the  Company's  management,  who  is  responsible  for  their  integrity  and
objectivity.

Note 1 - Basis of Presentation
         The interim unaudited condensed financial statements have been prepared
         in accordance with generally accepted accounting principles for interim
         financial   information   and  with   instructions   to  Form   10-QSB.
         Accordingly,  they do not include all of the  information and footnotes
         required by  generally  accepted  accounting  principles  for  complete
         financial  statements.  In the opinion of management,  all  adjustments
         consisting  only of  normal  recurring  accruals  necessary  for a fair
         presentation  of the financial  condition and the results of operations
         for the  interim  periods  included  herein  have been made.  Operating
         results  for  the  nine  months  ended   September  30,  2000  are  not
         necessarily  indicative of the results to be  anticipated  for the year
         ending  December 31, 2000.  For  additional  information,  refer to the
         audited  financial  statements  and notes  thereto  for the year  ended
         December 31, 1999.
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities,  as of the date of the balance  sheet,  and  revenues  and
         expenses for the period.  Actual  results  could differ from  estimated
         amounts.
Note 2 - Accounting Pronouncements

         In June 1999, the Financial Accounting Standards Board issued Statement
         of Financial  Accounting Standards ("SFAS") No. 137 entitled Accounting
         for  Derivative  Instruments  and Hedging  Activities  -Deferral of the
         Effective Date of SFAS Statement No. 133. The statement amends SFAS No.
         133 to defer its  effective  date to all fiscal  quarters of all fiscal
         years  beginning  after June 15,  2000.  The Company  currently  has no
         activity in derivative instruments and hedging activities, and does not
         expect the adoption of this  statement  will have a material  effect on
         its financial condition or results of operation.













                                       F-4


<PAGE>



MARICULTURE SYSTEMS, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)


Note 3 - Going Concern

         As shown in the accompanying balance sheet, the Company has accumulated
         a deficit of $1,114,161 and  $1,017,187  during the  development  stage
         through September 30, 2000 and December 31, 1999, respectively, and, as
         of those dates, the Company's  current  liabilities  exceed its current
         assets by $362,825 and $336,482,  respectively.  Those factors, as well
         as the  uncertain  conditions  that the  Company  faces  regarding  its
         ability to transition from a development  stage company to an operating
         entity,  raises  substantial  doubt  about  the  Company's  ability  to
         continue  as a  going  concern.  Management  of the  Company  is in the
         process of obtaining  additional  equity through the issuance of stock.
         Without a sufficient source of revenue and capital funding, the Company
         will  not be  able  to  continue  as a  going  concern.  The  financial
         statements  do not include any  adjustments  that might be necessary if
         the Company is unable to continue as a going concern.


<PAGE>



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

General

     In August 2000, the Company  executed a promissory  note in favor of Elaine
Meilahn  in the amount of ten  thousand  six  hundred  dollars  ($10,600)  at an
interest rate of twelve  percent  (12%) per annum.  The Note was in exchange for
monies  lent by Ms.  Meilahn to the Company  for  working  capital.  The Note is
payable on demand.  Pursuant to the promissory note, the final disbursement from
Elaine  Meilahn  to the  Company  was made in August  2000 in the amount of five
thousand dollars  ($5,000).  For such offering,  the Company relied upon Section
4(2) of the  Securities  Act of  1933,  as  amended  (the  "Act"),  Rule  506 of
Regulation D promulgated  thereunder ("Rule 506") and Section 460-44A-506 of the
Washington Code.

     The  facts  relied  upon to  make  the  Washington  Exemption  include  the
following:  (i) the  Company  filed a completed  SEC Form D with the  Washington
Department of Financial  Institutions,  Securities  Division;  (ii) the Form was
filed  not  later  than 15 days  after the  first  sale;  and (iii) the  Company
executed a Form U-2 consent to service of process,  and (iv) the Company paid an
appropriate filing fee of $300.00 to the Washington State Treasurer.

     In September  2000, the Company  entered into an Employment  Agreement with
Richard  J.  Luce  ("Luce"),  to  employ  Luce as Vice  President  of Sales  and
Marketing.  The term of the  agreement  is for a period of four (4) years and is
automatically  renewable  for one (1) year.  Mr.  Luce's  annual  base salary is
ninety three thousand five hundred dollars  ($93,500.00) for the first year, one
hundred thousand forty five dollars  ($100,045) for the second year, one hundred
seven  thousand  forty eight  dollars  ($107,048)  for the third  year,  and one
hundred  fourteen  thousand  five hundred forty one dollars  ($114,541)  for the
fourth year.  However no salary will be accrued during the first four (4) months
of employment.  Luce will also receive  commission  payments of one half percent
(0.5%) based on gross sales of the Company  products and an additional  one half
percent  (0.5%) for all direct sales by Luce.  Luce is also granted the right to
purchase up to one hundred thousand (100,000) shares of the Company's restricted
Common Stock at a price of four dollars ($4.00) per share.  Twenty-five  percent
(25%) of the options shall become  vested on January 1, 2001,  and the remaining
seventy-five  percent (75%) of the options shall become vested at the equal rate
of twenty-five  percent (25%) upon each successive one (1) year anniversary date
of  employment.  All vested  options  shall expire with three (3) years from the
date of vesting. For such offering,  the Company relied upon Section 4(2) of the
Act, Rule 506 and Section 551.23 (11) of the Wisconsin Code.

     The facts upon which the Company  relied in Wisconsin  are as follows:  (1)
(a) no person  made more than ten (10) sales of  securities  of the same  issuer
during any period of twelve (12) consecutive  months within  Wisconsin;  (b) the
seller reasonably  believed that all buyers were purchasing for investment;  (c)
there was no filing requirement;  and (d) no commission or remuneration was paid
in connection with a sale.

Discussion and Analysis

     The  Company,  Mariculture  Systems,  Inc. is a Florida  corporation  which
conducts business from its headquarters in Lake Stevens, Washington. The Company
was incorporated in


<PAGE>



the State of Florida on July 8, 1996.  On August 22, 1996,  the Company  entered
into a Share  Exchange  Agreement  whereby  the  Company  issued  and  exchanged
8,800,000  shares of its  Common  Stock for one  hundred  percent  (100%) of the
issued  and  outstanding  stock  of  Mariculture  Systems,  Inc.,  a  Washington
corporation  ("MSIW") (the "Share  Exchange").  As a result of that transaction,
MSIW became a wholly owned subsidiary of the Company. The Washington corporation
was administratively dissolved on September 19, 1997.

     The Company is principally involved in the aquaculture industry,  including
developing,   manufacturing,   and  marketing  proprietary  systems  that  allow
commercial  fish farmers to increase  productivity  and profits  while  reducing
risks to their  crop  and  limiting  environmental  impact.  Current  activities
include the search for potential customers of the Company's proprietary product.

     The Company is in the  development  stage.  It is acquiring  the  necessary
operating assets and it is beginning its proposed business. While the Company is
developing  tools  necessary  to enter the  acquaculture  industry,  there is no
assurance  that any benefit will result from such  activities.  The Company will
receive  limited  operating  revenues and will continue to incur expenses during
its development, possibly in excess of revenue.

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

          Results of Operations -For the Three Months Ending  September 30, 2000
     and September 30, 1999

Financial Condition, Capital Resources and Liquidity

     For the 3rd quarter ended September 30, 1999 and 2000 the Company  recorded
no revenues. For the third quarter ended September 30, 1999 and 2000 the Company
had general and administrative  expenses of $4,086 and $11,117. This increase of
$7,031 was due to a substantial increase in selling efforts.

     For the 3rd quarter  ended  September  30,  1999 and 2000,  the Company had
research  and  experimentation  expenses of $496 and $2,420,  respectively.  The
increase of $1,924 is due primarily to expenses  associated with the disposal of
the pilot site, including moorage fees for the barge.

     For the 3rd quarter  ended  September  30,  1999 and 2000,  the Company had
total operating expenses of $4,582 and $13,537. The increase is primarily due to
an increase in selling efforts

Net Losses

     For the 3rd quarter ended September 30, 1999,  2000, the Company reported a
net loss from operations of $4,582 and $13,537 respectively.



<PAGE>



     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 September 30, 2000, the Company employed four (4) persons. 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.



<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,  2000,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.            Other Information

     None.
<TABLE>
<CAPTION>

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:
<S>       <C>   <C>

Exhibit No.     Description
----------------------------------------------------------------------
Item 1.           Index to Exhibits

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.


<PAGE>



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]     Promissory Note in the amount of $14,400 bearing 12% interest in favor of Elaine
                  Meilahn dated March 2000.
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.
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]     License Agreement with David Meilahn dated December 1998.
10.6      [1]     Agreement with Sanford Tager dated September 1999.
10.7      [1]     Employment Agreement with Rich Luce dated September 2000.
27.1       *      Financial Data Schedule.
-------------------

[1]      Incorporated herein by reference to the Company's Registration Statement on Form 10-
         SB.
*          Filed herewith.
</TABLE>


Item 2.  Description of Exhibits

     The documents  required to be filed as Exhibits  Number 2 and 6 and in Part
III of Form 1-A filed as part of this  Registration  Statement on Form 10-SB are
listed in Item 1 of this Part III above.  No documents  are required to be filed
as Exhibit Numbers 3 , 5 or 7 in Part III of Form 1- A and the reference to such
Exhibit  Numbers is therefore  omitted.  The following  additional  exhibits are
filed hereto:




<PAGE>


                                   SIGNATURES

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


                                                     Mariculture Systems, Inc.
                                                     (Registrant)


         Date: November 7, 2000                    By:  /s/ David Meilahn
                                                     --------------------------
                                                     David Meilahn
                                                     President, Secretary,
                                                     Treasurer and Chairman

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

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

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