<PAGE>
                         UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-QSB

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

          For the Quarterly Period Ended December 31, 2001

or

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from ___________ to

                         Commission file number 0-29258

                               AQUAPRO CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

Tennessee                                    62-1598919
---------------------------------            ----------------------
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification number)

                  1100 Highway 3, Sunflower, Mississippi 38778
              -----------------------------------------------------
              (Address and Zip Code of Principal Executive Offices)

Registrant's telephone number, including area code: (662) 569-3331

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 December 31, 2001, Registrant had outstanding 4,923,273 shares of common
stock, its only class of common equity outstanding.

Transitional Small Business Disclosure Format  (Check one): Yes [ ]  No [X]
<PAGE>

                                      INDEX

PART 1.      FINANCIAL INFORMATION

<TABLE>
<CAPTION>
    Item 1.  FINANCIAL STATEMENTS                         Page No.
<S>                                                       <C>
             Condensed Consolidated Balance Sheets at
             December 31, 2001 (unaudited) and
             June 30, 2001                                   2

             Condensed Consolidated Statements of
             Operations for the three and six months ended
             December 31, 2001 and 2000 (unaudited)          4

             Condensed Consolidated Statements of
             Cash Flows for the six months ended
             December 31, 2001 and 2000 (unaudited)          6

             Notes to Unaudited Condensed Consolidated
             Financial Statements                            7


    Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations   7

PART II.     OTHER INFORMATION


    Item 1.  Legal Proceedings                              13

    Item 2.  Changes in Securities                          13

    Item 3.  Defaults Upon Senior Securities                13

    Item 4.  Submission of Matters to a Vote of Security
             Holders                                        13

    Item 5.  Other Information                              13

    Item 6.  Exhibits and Reports on Form 8-K               13
</TABLE>
<PAGE>

                          PART 1. FINANCIAL INFORMATION

Item 1.                       Financial Statements

                               AquaPro Corporation

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                  December 31,         June 30,
                                                     2001                2001
                                                  (Unaudited)          (Note 1)
                                                  ------------       -----------
<S>                                               <C>                <C>
Assets
Current assets:
 Cash and cash equivalents                        $     1,552        $       810
 Trade accounts receivable                             99,082             85,625
 Other receivables                                          0             91,418
 Live fish inventories,net                          6,414,028          6,872,915
 Prepaid expenses                                      11,849             60,217
                                                  -----------        -----------
Total current assets                                6,526,511          7,110,985
Property, buildings and equipment, net              6,631,047          7,025,662
Investments in cooperatives                           169,240            169,240
Other assets                                          148,943            178,272

                                                  -----------        -----------
Total assets                                      $13,475,741        $14,484,159
                                                  ===========        ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>

                                                                          Page 3

<TABLE>
<CAPTION>
                                                          December 31,           June 30,
                                                             2001                  2001
                                                          (Unaudited)            (Note 1)
                                                          ------------         ------------
<S>                                                       <C>                  <C>
Liabilities and stockholders' equity

Current liabilities:
   Notes payable                                          $  2,996,458         $  2,827,994
   Accounts payable                                          1,192,787              740,503
   Accrued expenses                                            317,212              159,240
   Current maturities of long-term debt                        586,959            1,210,247
                                                          ------------         ------------

Total current liabilities                                    5,093,416            4,937,984


Long-term debt, less current maturities                      5,051,793            4,811,027
                                                          ------------         ------------

Total liabilities                                           10,145,209            9,749,011
                                                          ------------         ------------

Stockholders' equity:
   Common stock, no par value -
   authorized 100,000,000 shares,
   4,923,273 issued and outstanding shares
   at December 31, 2001 and 4,905,273
   shares at June 30, 2000                                  15,389,658           15,392,064
   Unearned compensation                                        (3,009)              (7,183)
   Retained earnings (deficit)                             (12,056,117)         (10,649,733)
                                                          ------------         ------------

Total stockholders' equity                                   3,330,532            4,735,148
                                                          ------------         ------------

Total liabilities and stockholders'
equity                                                    $ 13,475,741         $ 14,484,159
                                                          ============         ============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>

                                                                          Page 4

                               AquaPro Corporation
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months ended
                                                          December 31
                                                -------------------------------
                                                    2001                2000
                                                -----------         -----------
<S>                                             <C>                 <C>
Net sales                                       $ 1,326,239         $ 2,209,523
Cost of products sold                             1,658,158           1,952,947
                                                -----------         -----------
Gross profit                                       (331,919)            256,576

Selling, general and administrative                 387,992             444,630
                                                -----------         -----------
Operating income (loss)                            (719,911)           (188,054)

Other income (expense):
      Interest expense                             (220,205)           (195,908)
Other, net                                            7,091             105,361
                                                -----------         -----------
                                                   (213,114)            (90,547)

                                                -----------         -----------

Net loss                                        $  (933,025)        $  (278,601)
                                                ===========         ===========

Basic and diluted net loss per share            $     (0.19)        $     (0.06)

Basic and diluted weighted average
common shares outstanding                         4,923,273           4,915,273
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>

                                                                          Page 5

                               AquaPro Corporation
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Six Months ended
                                                          December 31
                                                -------------------------------
                                                   2001                2000
                                                -----------         -----------
<S>                                             <C>                 <C>
Net sales                                       $ 2,208,139         $ 3,559,764
Cost of products sold                             2,674,130           3,035,393
                                                -----------         -----------
Gross profit                                    $  (465,991)        $   524,371

Selling, general and administrative                 612,601             832,311
                                                -----------         -----------
Operating income (loss)                          (1,078,592)           (307,940)

Other income (expense)

Interest expense                                   (429,010)           (401,726)
Other income (loss), net                            101,218             165,305
                                                -----------         -----------
                                                   (327,792)           (236,421)
                                                -----------         -----------
Net loss                                        $(1,406,384)        $  (544,361)
                                                ===========         ===========
Basic and diluted net loss per share            $     (0.29)        $     (0.11)
                                                ===========         ===========
Basic and diluted weighted average
common shares outstanding                         4,923,273           4,912,130
                                                ===========         ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements
<PAGE>

                                                                          Page 6

                               AquaPro Corporation
                 Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                         Six Months ended
                                                            December 31
                                                    ---------------------------
                                                      2001               2000
                                                    ---------         ---------
<S>                                                 <C>               <C>
Net cash provided by (used in) operating
activities                                          $ 174,736         $ 105,163

Cash flows from investing activities:

Purchases of property and equipment                    (1,136)          (40,293)

Proceeds from disposal of Assets                        1,200                --

(Investment in) sale of joint venture                  40,000           (40,000)
                                                    ---------         ---------
Net cash provided by (used in)
investing activities                                   40,064           (80,293)

Cash flows from financing activities:

Net increase (decrease) in notes payable              168,464           201,882

Proceeds from long-term borrowings                         --                --

Principal payments on long-term borrowings           (382,522)         (173,535)
                                                    ---------         ---------

Net cash provided by (used in) financing
activities                                           (214,058)           28,347
                                                    ---------         ---------
Net increase (decrease) in cash and cash
equivalents                                               742            53,217

Cash and cash equivalents at beginning of
period                                                    810            46,604
                                                    ---------         ---------
Cash and cash equivalents at end of
period                                              $   1,552         $  99,821
                                                    =========         =========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements
<PAGE>

                                                                          Page 7

                               AquaPro Corporation
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
                                December 31, 2001

1.       Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the 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 of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for three-month and six-month periods ended December 31, 2001
is not necessarily indicative of the results that may be expected for the year
ended June 30, 2002.

The balance sheet at June 30, 2001 has been derived from the audited
consolidated financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for the
year ended June 30, 2001.

2.       Live Fish Inventories, Net

Live fish inventories are stated at the lower of average cost or market. Live
fish inventories are stated at market, net of a market valuation allowance of
$315,000, at December 31, 2001 and at average cost at June 30, 2001. The market
valuation allowance reflected the average cost of live fish inventories being in
excess of the estimated selling price of fish as of December 31, 2001 less
estimated costs to sell. Cost of product sold for the quarter ended December 31,
2001 reflects the $315,000 charge to record the market valuation allowance

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Actual results could differ materially from those projected in the
forward-looking statements as a result of certain factors including those set
forth in this Item 2 and elsewhere in, or incorporated by reference into, this
report. The Registrant has attempted to identify forward-looking statements in
this report by placing an asterisk (*) following each sentence containing such
statements.

RESULTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, 2001
COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2000

REVENUE. Net sales during the three-month period ended December 31, 2001 totaled
$1,326,239 compared to $2,209,523 for the same period in 2000. This represents a
decrease of $883,285 or 40%. Volume decreased 813,080 pounds to 2,517,945 pounds
of fish sold compared to 3,331,025 pounds sold during the three-month period
ended December 31, 2000. Accordingly, volume represented a 24.4% decrease during
the three months ended December 31, 2001 compared to
<PAGE>

                                                                          Page 8

the same period in 2000. This shortfall was exacerbated by fish prices being the
lowest since the early 1980"s. The average price per pound sold declined from
66.3 cents per pound in the three months ended December 31, 2000 to 52.7 cents
per pound in the same period in 2001. The major reason for the price decline has
been the increased competition from Vietnam basa fish. These fish are labeled as
catfish even though they are not the same species as U.S. farm raised catfish.
Grown in the Mekong River under huts, processed by labor earning $1.00 per day,
and subsidized by the Vietnamese Government, the basa fish has been priced at a
level to capture 20% of the prime fillet catfish market. The U.S. catfish
processors have tried to be competitive by cutting prices paid to farmers while
requiring them to produce larger fish so as not to compete with the basa's size.
Growing larger fish delayed sales in 2001 and as the fish were marketable the
sales price was below cost.

COST OF PRODUCTS SOLD AND GROSS PROFIT. Cost of products sold was $1,658,157, a
decrease of $294,790 or 15.1% compared to the same three-month period in 2000.
On a per pound basis, the costs of products sold increased 7.2 cents from 58.6
cents in the three-month period ended December 31, 2000 to 65.9 cents, in the
same period in 2001. As a result of the market price received for fish as of
December 31, 2001 being below the average costs of producing and moving the fish
to processors, the Company recorded a market valuation allowance which is netted
against live fish inventories. The market prices expected to be received for
fish in the third fiscal quarter approximate those received as of December 31,
2000. The market value allowance reduced the December 31, 2001 live fish
inventories by $315,000 from $6,729,028 to $6,414,028. Correspondingly, the cost
of products sold was increased $315,000 to reflect the impact of the live fish
inventories at market rather than average cost. Before the impact of the market
valuation allowance, gross profit from fish sales was negative 0.7% during the
three-month period ended December 31, 2001 as compared to 7.7% in the same
period in 2000. After the allowance, gross profit was a negative 25% for the
period.

Cost of product sold is largely dependent on the Company's cost structure in the
previous fiscal year due to the nine to eighteen month grow out period required
for fish to reach a marketable size. Over the past fiscal year, the Company has
reduced the average cost per pound of fish by eliminating the positions of vice
president of production, assistant production manager and by dramatically
reducing the number of farm personnel from its normal winter low of 30 to
current employment of 15. The production management duties were transferred to
the Company's president and to the on-farm managers. Other expenditures have
been limited to only those necessary to grow or sell fish and to maintain
equipment.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses during the three-month period ended December 31, 2001 were $387,991 or
$56,639 (12.7%)lower than in the three-month period ended December 31, 2000.
Primarily because of the 24.4% decrease in the pounds of fish sold during those
periods. Selling, general and administrative expenses increased in relation to
sales volume, from 13.3 cents per pound sold in the three-month period ending
December 31, 2000 to 15.4 cents per pound in the same period in 2001. During the
quarter ended December 31, 2001, the Company's chief financial officer retired.
In efforts to reduce costs, those duties were transferred to his two assistants
and the Company president.

INTEREST EXPENSE. Interest expense increased $24,295 or 12.4% to $220,204
in the three-month period ended December 31, 2001 compared to the same
period in 2000. The Company's current liabilities were approximately $900,000
higher for the three-month period ending December 31, 2001 than the same period
in 2000. New larger fish size requirements of processors obligated the Company
<PAGE>

                                                                          Page 9

to invest more feed, labor, and other costs into growing its live fish
inventories, which increased borrowings on its feed and production lines.

RESULTS OF OPERATIONS SIX MONTHS ENDED DECEMBER 31, 2001 COMPARED TO SIX MONTHS
ENDED DECEMBER 31, 2000

NET SALES. Net sales during the six-month period ended December 31, 2001,
totaled $2,208,139 compared to $3,559,763 for the same period in 2000. This
represents a decrease of $1,351,624 or 38%. Volume decreased 1,196,893 pounds to
4,034,875 pounds of fish sold compared to 5,231,768 pounds sold during the
six-month period ended December 31, 2001 and 2000 respectively. Accordingly,
volume represented a 22.9% decrease during the six months ended December 31,
2001 compared to the same period in 2000. This shortfall was exacerbated by fish
prices being the lowest since the early 1980's. The average price per pound sold
declined from 66.3 cents per pound in the three months ended December 31, 2000
to 52.7 cents per pound in the same period in 2001. The major reason for the
price decline has been the increased competition from Vietnam basa fish. These
fish are labeled as catfish even though they are not the same species as U.S.
farm raised catfish. Grown in the Mekong River under huts, processed by labor
earning $1.00 per day, and subsidized by the Vietnamese Government, the basa
fish has been priced at a level to capture 20% of the prime fillet catfish
market. The U.S. catfish processors have tried to be competitive by cutting
prices paid to farmers while requiring them to produce larger fish so as not to
be in competition with the basa's size. Growing larger fish delayed sales and
when the fish were finally ready, the price was below breakeven.

COST OF PRODUCTS SOLD AND GROSS PROFIT. Cost of products sold was $2,674,130, a
decrease of $361,263 or 11.9% compared to the same six-month period of 2000
while net sales decreased 38.0% and the number of pounds sold decreased 22.9%.
On a per pound basis, and before the impact of the establishment of a market
value allowance to the carrying costs of inventory, the costs of products sold
reflected an increase of 0.4 cents in the six-month period ended December 31,
2001 to 58.5 cents. Upon the establishment of the market value allowance, the
costs of products sold reflected an increase of 8.3 cents in the six-month
period ended December 31, 2001.

As a result of the market price received for fish as of December 31, 2001 being
below the average costs of producing and moving the fish to processors, the
Company recorded a market valuation allowance which is netted against live fish
inventories. The market prices expected to be received for fish in the third
fiscal quarter approximate those received as of December 31, 2000. The market
value allowance reduced the December 31, 2001 live fish inventories by $315,000
from $6,729,028 to $6,414,028. Correspondingly, the cost of products sold was
increased $315,000 to reflect the impact of the live fish inventories at market
rather than average cost.

Before the impact of the market value allowance, gross profit on fish sales was
6.8% during the six-month period ended December 31, 2001 as compared to 14.7% in
the same period for 2000. After the market value allowance, the gross profit
decreased to a negative 21.1%. Cost of product sold is largely dependent on the
Company's cost structure in the previous year due to the nine to eighteen month
grow out period required for fish to reach a marketable size. Over the past
year, the Company has reduced the cost per pound of fish by eliminating the
positions of Vice President of production, assistant production head and by
dramatically reducing the number of farm personnel. The production management
duties were transferred to the Company President and to the on-farm managers.
Other expenditures have been limited to only those necessary to grow or sell
fish and to maintain equipment. The higher average cost of fish sold for the
entire six month period, compared to the three month period, was a result of the
time it takes for reduced spending to impact average costs in inventory.
<PAGE>

                                                                         Page 10

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses during the six-month period ended December 31, 2001 were $612,601 or
$219,709 lower than in the six-month period ended December 31, 2000. Selling,
general and administrative expenses increased in relation to sales volume from
23.4% of sales for the six months ending December 31, 2000 to 27.7% of sales in
2001, due primarily to a decrease in sales volume. During the quarter ended
December 31, 2001, the Company's Chief Financial Officer retired. In order to
continue in its efforts to reduce costs, those duties were transferred to his
two assistants and the Company President.

INTEREST EXPENSE. Interest expense increased 27,283 or 7% to 429,009 in the
six-month period ended December 31, 2001 compared to the same period in 2000,
due principally to an increase in average borrowings. The Company's current
liabilities were approximately $900,000 higher for the three-month period ending
December 31, 2001 than the same period in 2000. New larger fish size
requirements of processors obligated the Company to invest more feed, labor, and
other costs into the growing of its inventory, which increased borrowings on its
feed and production lines.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2001, the Company had a current ratio of 1.28 to one,
compared to 1.44 to one at June 30, 2001. Current assets exceeded current
liabilities by $1,433,095 as of December 31, 2001 compared to $2,173,001 as of
June 30, 2001.

Live fish inventories remained constant at 12.1 million pounds, approximately
the same as June 30, 2001. Before recording the $315,000 market valuation
allowance, the average cost of live fish inventories decreased by $143,888
reflecting the Company's cost cutting measures.

For the six-month period ended December 31, 2001, the Company's net cash from
operating activities was $174,736 compared to $105,163 for the same period in
the previous year.

During the six-month period ended December 31, 2001, the Company disposed of
$1,200 in equipment and its $40,000 partnership interest in a processing plant
with Farmland Industries.

In order to make its payments to vendors, secured creditors and required monthly
reductions on its seasonal credit lines, the Company has intensified its efforts
to sell fish. Additional seining, long-distance hauling, and equipment repair
expenses have occurred and are expected to continue.* To accelerate receipt of
its fish sales receivables, the Company has factored certain of its receivables,
further reducing net cash receipts per pound. By the end of the six-month period
ending December 31, 2001, the Company was receiving a price for its fish
approximately twenty cents lower than its previous five-year average.

The major reason for the price decline has been the increased competition from
Vietnam basa fish. These fish are labeled as catfish even though they are not
the same species as U.S. farm raised catfish. Grown in the Mekong River under
huts, processed by labor earning $1.00 per day, and subsidized by the Vietnamese
Government, the basa fish has been priced at a level to capture 20% of the prime
fillet catfish market. The U.S. catfish processors have tried to be competitive
by cutting prices paid to farmers while requiring them to produce larger fish so
as not to be in competition with the basa's size. Growing larger fish delayed
sales and when the fish were finally ready, the price was below breakeven.
<PAGE>

                                                                         Page 11

The U.S. Catfish industry has fought back successfully in getting a law passed
recently that prohibits the use of the name "catfish" by any fish other than the
U.S. species of catfish. As a result, sales are beginning to return to the
industry. * Prices have started to increase slightly as the market demand
returns to U.S. fish. * Many farmers have been forced out of business or have
quit under the relentless pressure, reducing the number of acres expected to
grow catfish. * In past years, any significant reduction in supply resulted in
dramatic increases in prices for the survivors. * This year, as in past years
following price downturns, the price is expected to increase. * However, there
is concern that the competition from other white fillets will keep the increase
in price small. * Catfish as a commodity, may not command a price high enough to
provide a reasonable margin related to the capital and labor required. *

The Company is currently experiencing a cash flow shortage. The requirement to
increase the average size of the fish in inventory has used a significant amount
of its cash. The Company is no longer current on all of its long-term debt and
notes payable. Payroll and payroll tax obligations are current. However,
approximately two-thirds of unsecured vendor payables of approximately
$1,200,000, relating to purchases and monthly or quarterly payments, are due.
Payments have been made on the oldest secured loans, but the current period's
scheduled payments have been replacing the amounts applied to older payables. As
a result, the total amount of payables has increased over the last six months.

Faced with slow or nonexistent payments from catfish farmers, area vendors have
continued to work with the Company and other farmers and wait for repayment
during better times. * National financing sources, unfamiliar or indifferent to
cycles in agriculture, have resorted to threat of repossession of the very
assets necessary to grow or sell fish.* The Company has used its available cash
flow to make these payments.

To date, the Company has been successful in negotiation with vendors and
creditors for forbearance in their collection efforts. No collection lawsuits
have been filed as of February 4, 2002. There is no assurance that the Company
will continue to be successful in these negotiations.

The seasonal credit lines from the Company's bank requires payments in front of
all other creditors. An entire year's borrowing ($2,300,000) must be repaid in
five months irrespective of the price or increased number of fish that must be
sold. Half of all of the Company's cash received is applied to the feed line
portion of the credit line with the other half of all of the income applied to
the production line portion. For AquaPro, those payments must average $110,000
per week.

At the average net price for fish in the last six months, the required payments
alone require the sale of approximately 220,000 pounds of fish per week. Even at
that rate, more fish must be sold to create cash to pay the ongoing costs of
seining, fuel, labor, or other bills. A shortfall in the required cumulative
payments to the bank gives it the right to it freezes our account until the
payments become current. The requirement that all processors make checks for
fish sales to both AquaPro and the Bank, makes this possible.

As long as the prices paid to the Company remain at the current low level, the
Company must sell more than 220,000 pounds in a week. The feed line receives
half of this additional cash flow until it is paid off, no matter how much has
already been paid. In order for the Company to get $25,000 to make payroll, it
must sell 100,000 pounds of additional fish. * The approximate price received
for that sale would be $50,000 of net proceeds before payment is deducted to
satisfy the payment to the feed line. Only after 300,000 pounds in fish sales
would we have enough cash for payroll. In years of normal pricing, 300,000
<PAGE>

                                                                         Page 12

pounds would create $60,000 a week more than the Company has been receiving
($720,000 in twelve weeks)! * The Company has seined over 400,000 pounds of fish
in a week; however, it is a Herculean task and starts to create inefficiency and
additional costs. *

SUBSEQUENT EVENTS

The Company is taking steps to refinance its debt to better reflect the catfish
growing cycle and need for flexibility. * It has also redoubled it efforts to
increase margins on its catfish by vertical integration and development of sales
in higher value markets. * Finally, in an effort to further increase the earning
power of its ponds, it has entered into a joint venture agreement to grow higher
priced fresh-water shrimp. *

There is no assurance that the company can achieve all or any of these goals. *
However, each is being vigorously pursued. *

In cooperation with its bank, AquaPro is pursuing a government guaranteed
refinancing source to reduce and eliminate its delinquent accounts and notes
payables. Additional benefits include extended payment terms and reduction of
interest costs on some of its long-term debt. The requirement for larger fish
now stretches the growing cycle to over two years. The Company is seeking to
fashion repayment terms on its borrowing for operations that is more in keeping
with this extended period and allow retirement of its aged payables.

The Company is also pursuing the establishment of a processing plant.* The goals
of the venture include producing a variety of "case ready" cooked catfish
entrees, recapturing the prime fillet meat left on the frames during processing,
and rendering of the remaining fish for oils and meals. * Together, these
products and processes may combine to increase margins and to compete in a
higher price market rather than the market for lower priced commodity catfish
fillets. *

Shrimp is the second most consumed seafood in the United States. It also
commands prices considerably higher than catfish. * Three years ago the Company
cooperated with Global Seafood Technologies (GSFT OTC:BB)in a trial effort to
grow fresh water shrimp. That company is now the largest supplier of juvenile
shrimp in the United States. In February of 2002, the Company entered into a
joint venture agreement with Global's subsidiary, Aquaculture Corporation of
America (AAC), whereby juvenile shrimp for approximately 10% of its ponds will
be provided by AAC, while AquaPro will provide the ponds, water, feed,
electricity, and labor to grow the shrimp to maturity. * It is believed that the
margin received for shrimp production could be better than that from catfish
production. *
<PAGE>

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings

            None

Item 2.     Changes in Securities
During the quarter ending December 31, 2001 the company issued 3,000 shares of
restricted Common stock to senior management. The stock has a two-year vesting
period.

Item 3.     Defaults Upon Senior Securities

            None

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

            None

Item 5.     Other Information

            None

Item 6.     Exhibits and Reports on Form 8-K

Exhibits:                  10.1  Contract with Aquaculture Corporation of
                                 American (ACA)

Reports on Form 8-K:       None

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                           AquaPro Corporation
                                          (Registrant)

Dated:            February 14, 2002        By: /s/ George S. Hastings, Jr.
                                           Chief Executive Officer,
                                           President and
                                           Chairman of the Board