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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB/A

(Amendment No. 1)



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(MARK ONE)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the year ended December 31, 2006

COMMISSION FILE NO. 0-18980



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HQ SUSTAINABLE MARITIME INDUSTRIES, INC.

(Name of Small Business Issuer in Its Charter)



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|                                |  |                          |  |                    
|------------------------------- |  | ------------------------ |  | -------------------
|Delaware                        |  | 000-18980                |  | 62-1407522         
|(State or other jurisdiction of |  | (Commission File Number) |  | (I.R.S. Employer   
|incorporation or organization)  |  |                          |  | Identification No.)



|                                                  |  |           
|------------------------------------------------- |  | ----------
|1511 Third Avenue, Suite 788, Seattle, Washington |  | 98101     
|(Address of principal executive offices)          |  | (Zip Code)

Registrants telephone number, including area code: (206) 621-9888

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.001
Per Share

(Title of Class)



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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 ̈

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definite
proxy or information statements incorporated by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB.  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.     Yes ̈No  x

The
issuers revenues for the year ended December 31, 2006 were $39,095,403. The aggregate market value of the registrants common stock held by non-affiliates as of December 31, 2006 was approximately $17,464,875

State the number of shares outstanding of each of the issuers classes of equity securities, as of the latest practicable date: 128,337,120 shares (6,416,856
shares,after reverse split) of Common Stock, $0.001 par value per share, outstanding as of December 31, 2006, and 100,000 Series A preferred stock, $0.001 par value per share, outstanding at December 31, 2006.

Transitional Small Business Disclosure Format (check one):     Yes ̈No  x



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EXPLANATORY NOTE

This Amended Annual Report on Form 10-KSB/A is being filed for the following purpose: We have revised this Annual Report to modify Footnote 18, Part C Legal Proceedings, to delete a redundant disclosure. In all other
material respects this Amended Annual Report on Form 10-KSB is unchanged from the Annual Report on Form 10-KSB filed by the Company on March 19, 2007.



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18. COMMITMENTS AND CONTINGENCIES

A. CAPITAL COMMITMENTS

As of December 31, 2006, the Group has capital commitments of
amounting to $290,746 for upgrading and improving the marine bio and health product factory. For Feed Mill, there has capital commitments of amounting to $256,164 for purchase of land use right.

B. LEASE COMMITMENTS

The Company has
entered into operating leases, for rental of office space and other services, which expire on different dates. The minimum future payments under these commitments for the next five years are as follows:



|           |  |      |        
|---------- |  | ---- | -------
|           |  | 2006
|2007       |  | $    | 64,448 
|2008       |  |      | 64,448 
|2009       |  |      | 64,448 
|2010       |  |      | 64,448 
|2011       |  |      | 64,448 
|Thereafter |  |      | 24,977 
|           |  |      |        
|Total      |  | $    | 347,217
|           |  |      |        

C. LEGAL PROCEEDINGS

The Company has been named as co-defendant in a lawsuit that has been brought by a debtor and its trustees against certain affiliates of the Company. The amount claimed is $1,500,000. The Company is vigorously defending this claim as it
believes it is without merit. Consequently, no provision has been made in the financial statements in that respect.

Furthermore, on February 22,
2007, the Company was served an action for recovery of consulting fees from a service supplier. The amount claimed by that supplier is $4.75 Million. The Company will vigorously defend this action as management believes it is without merit.
Consequently, no provision has been made in the financial statements in that respect.





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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|       |  |                                      
|------ |  | -------------------------------------
|By:    |  | /s/ Norbert Sporns                   
|Name:  |  | Norbert Sporns                       
|Title: |  | Chief Executive Officer and President

March 27, 2007



|       |  |                             
|------ |  | ----------------------------
|By:    |  | /s/ Jean-Pierre Dallaire    
|Name:  |  | Jean-Pierre Dallaire        
|Title: |  | Principal Accounting Officer

March 27, 2007

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.



|                         |  |                                                    |  |               
|------------------------ |  | -------------------------------------------------- |  | --------------
|SIGNATURE                |  | TITLE                                              |  | DATE          
|/s/ Norbert Sporns       |  | Chief Executive Officer, President and Director    |  | March 27, 2007
|Norbert Sporns           |  | (Principal Executive Officer)                      |  |               
|                         |  |                                                   
|/s/ Lillian Wang         |  | Secretary, Chairman of the Board of Directors, and |  | March 27, 2007
|Lillian Wang             |  | Director                                           |  |               
|                         |  |                                                   
|/s/Harry Wang            |  | Chief Operating Officer and Director               |  | March 27, 2007
|Harry Wang               |  |                                                    |  |               
|                         |  |                                                   
|/s/ Jacque Vallee        |  | Independent Non-executive Director                 |  | March 27, 2007
|Jacque Vallee            |  |                                                    |  |               
|                         |  |                                                   
|/s/ Fred Bild            |  | Independent Non-executive Director                 |  | March 27, 2007
|Fred Bild                |  |                                                    |  |               
|                         |  |                                                   
|/s/ Daniel Too           |  | Independent Non-executive Director                 |  | March 27, 2007
|Daniel Too               |  |                                                    |  |               
|                         |  |                                                   
|/s/ Jean-Pierre Dallaire |  | Chief Financial Officer and Financial Controller   |  | March 27, 2007
|Jean-Pierre Dallaire     |  | (Principal Accounting Officer)                     |  |