FORM 10-QSB

                        SECURITY AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


(Mark One)

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

For the quarterly period ended June 30, 2001

         ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ______________________ to _____________________.

Commission file number: 1-15046

                             BIO-AQUA SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

FLORIDA                                                        65-0926223
--------------------------------------------------------------------------------
State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization                             Identification No.)

350 East Las Olas Boulevard, Suite 1700, Ft. Lauderdale, Florida         33301
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:  (954)    763-1200


         Indicate by check mark whether the registrant (1) has 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 report(s), and (2) has been subject to such
filing requirements for the past 90 days.

Yes       [ X ]                    No       [  ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 30, 2001, there were 936,294 shares of Class A Common Stock, par
value $.0001 per share, and 1,700,000 shares of Class B Common stock, par value
$.0001 per share, outstanding.



<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES


                                      INDEX






Part I.           Financial Information


Item 1.           Financial Statements (unaudited)


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


Part II.          Other Information

















                                        2

<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                       June 30, 2001 and December 31, 2000

<TABLE>
<CAPTION>

                                   A S S E T S


                                                                              June 30, 2001         December 31, 2000
                                                                          -----------------         -----------------
                                                                               (Unaudited)
<S>                                                                       <C>                        <C>
Current Assets:
   Cash and cash equivalents                                              $          13,907          $         27,042
   Accounts receivable, net                                                         360,137                   577,238
   Other receivables                                                                163,220                    99,595
   Inventory                                                                         50,000                    50,000
   Income taxes receivable                                                           74,334                    69,189
   Other current assets                                                                  --                     2,046
                                                                          -----------------          ----------------

         Total Current Assets                                                       661,598                   825,110

Property and Equipment, net                                                         549,254                   611,563

Other assets, consisting primarily of deposits
  on property and equipment                                                       1,987,006                 2,042,572
                                                                          -----------------          ----------------

                                                                          $       3,197,858          $      3,479,245
                                                                          =================          ================

</TABLE>






The accompanying notes are an integral part of these consolidated financial
statements.


                                       3


<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

                     Consolidated Balance Sheets (Continued)

                       June 30, 2001 and December 31, 2000

<TABLE>
<CAPTION>



                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                              June 30, 2001           December 31, 2000
                                                                            -----------------         -----------------
                                                                               (Unaudited)
<S>                                                                         <C>                        <C>
Current Liabilities:
   Accounts payable                                                         $       1,512,350          $        786,516
   Lines-of-credit                                                                  2,012,003                 1,935,768
   Current portion of long-term debt                                                  275,396                   307,368
   Notes payable                                                                           --                    51,555
   Accrued expenses and other current liabilities                                     374,053                   357,703
                                                                            -----------------          ----------------

         Total Current Liabilities                                                  4,173,802                 3,438,910
                                                                            -----------------          ----------------

Minority Interest                                                                       4,877                     4,877
                                                                            -----------------          ----------------

Stockholders' Equity:
   Class A common stock, $.0001 par value;
     20,000,000 shares authorized, 936,294
     shares issued and outstanding at March 31, 2001 and
     December 31, 2000                                                                     94                        94
   Class B common stock, $.0001 par value; 2,000,000
     shares authorized; 1,700,000 shares issued and
     outstanding                                                                          170                       170
   Preferred stock, $.0001 par value; 5,000,000 shares
     authorized; no shares issued and outstanding                                          --                        --
   Additional paid-in capital                                                       4,035,289                 4,035,289
   Accumulated deficit                                                             (1,828,068)               (1,510,400)
   Accumulated other comprehensive (loss)                                          (3,188,306)               (2,489,695)
                                                                            -----------------          ----------------

     Total Stockholders' Equity                                                      (980,821)                   35,458
                                                                            -----------------          ----------------

                                                                            $       3,197,858          $      3,479,245
                                                                            =================          ================
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.

                                       4
<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

         Consolidated Statements of Operations and Comprehensive Income
                                   (Unaudited)

                    Three Months Ended June 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                                                  2001                         2000
                                                                            ----------------            -----------------
<S>                                                                         <C>                         <C>
Revenues                                                                    $         19,417            $       1,969,501
Cost of Operations                                                                    (1,059)                   1,511,433
                                                                            ----------------            -----------------

Gross Profit                                                                          20,476                      458,068

General and Administrative Expenses                                                   58,077                      608,915
                                                                            ----------------            -----------------

Loss from Operations                                                                 (37,601)                    (150,847)
                                                                            ----------------            -----------------

Other Income (Expenses):
  Other, net                                                                              --                      (43,000)
  Interest expense                                                                   (58,059)                    (131,886)
                                                                            ----------------            -----------------

                                                                                     (58,059)                    (174,886)
                                                                            ----------------            -----------------

Net Loss                                                                             (95,660)                    (325,733)

Other Comprehensive Income (Loss):
   Foreign currency translation adjustment                                           (98,474)                     (49,733)
                                                                            ----------------            -----------------

Comprehensive Income (Loss)                                                 $       (194,134)           $        (375,466)
                                                                            ================            =================


Net Loss Per Common Share - Basic                                           $           (.04)           $            (.11)
                                                                            ================            =================

Weighted Average Common Shares
  Outstanding - Basic                                                              2,636,294                    2,636,294
                                                                            ================            =================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       5




<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

         Consolidated Statements of Operations and Comprehensive Income
                                   (Unaudited)

                     Six Months Ended June 30, 2001 and 2000

<TABLE>
<CAPTION>


                                                                                  2001                         2000
                                                                            ----------------            -----------------
<S>                                                                         <C>                         <C>
Revenues                                                                    $        110,774            $       3,405,380
Cost of Operations                                                                    49,646                    2,571,912
                                                                            ----------------            -----------------

Gross Profit                                                                          61,128                      833,468

General and Administrative Expenses                                                  261,812                      896,462
                                                                            ----------------            -----------------

Loss from Operations                                                                (200,684)                     (62,994)
                                                                            ----------------            -----------------

Other Income (Expenses):
  Other, net                                                                              --                        7,267
  Interest expense                                                                  (116,984)                    (200,921)
                                                                            ----------------            -----------------

                                                                                    (116,984)                    (193,654)
                                                                            ----------------            -----------------

Net Loss                                                                            (317,668)                    (256,648)

Other Comprehensive Income (Loss):
   Foreign currency translation adjustment                                          (698,611)                    (676,817)
                                                                            ----------------            -----------------

Comprehensive Loss                                                          $     (1,016,279)           $        (933,465)
                                                                            ================            =================


Net Loss Per Common Share - Basic                                           $           (.12)           $            (.11)
                                                                            ================            =================

Weighted Average Common Shares
  Outstanding - Basic                                                              2,636,294                    2,215,000
                                                                            ================            =================

</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                       6



<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity
                                   (Unaudited)

                         Six Months Ended June 30, 2001
<TABLE>
<CAPTION>


                                                                                                                    Accumulated
                                         Class A      Class B      Additional                         Other            Total
                                         Common       Common        Paid-in      (Accumulated     Comprehensive    Stockholders'
                                          Stock        Stock        Capital         Deficit)      Income (Loss)        Equity
                                      -----------  ------------  -------------  --------------  ---------------   --------------
<S>                                   <C>          <C>           <C>            <C>             <C>               <C>
Balance at December 31, 2000          $        94  $        170  $   4,035,289  $   (1,510,400) $    (2,489,695)  $       35,458

Net Loss (Unaudited)                           --            --             --        (317,668)              --         (317,668)

Foreign currency translation
 adjustment (unaudited)                        --            --             --              --         (698,611)        (698,611)
                                      -----------  ------------  -------------  --------------  ---------------   --------------


Balance at June 30, 2001 (unaudited)  $        94  $        170  $   4,035,289  $   (1,828,068) $    (3,188,306)  $     (980,821)
                                      ===========  ============  =============  ==============  ===============   ==============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       7



<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                     Six Months Ended June 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                                                  2001                        2000
                                                                            ----------------            ---------------
<S>                                                                         <C>                         <C>
Cash Flows from Operating Activities:
   Net loss                                                                 $       (317,668)           $       (256,648)
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Depreciation and amortization                                                    62,309                     128,546
     Effect of exchange rates on cash                                               (698,611)                   (676,817)
     Allowance for bad debt                                                               --                      98,285
     Loss on disposal of fixed assets                                                     --                      18,740
     Changes in assets and liabilities:
       Decrease (increase) in:
         Accounts receivable, net                                                    217,101                     149,758
         Other receivables                                                           (63,625)                   (346,654)
         Inventory                                                                        --                     214,481
         Income taxes receivable                                                      (5,145)                     19,598
         Other current assets                                                          2,046                    (256,079)
         Due from suppliers                                                               --                    (499,720)
         Intangibles                                                                      --                      (1,431)
       Increase (decrease) in:
         Accounts payable and notes payable                                          674,279                     (68,091)
         Accrued expenses and other current liabilities                               16,350                          --
                                                                            ----------------            ----------------

Net Cash Used in Operating Activities                                               (112,964)                 (1,476,032)
                                                                            ----------------            ----------------

Cash Flows from Investing Activities:
   Acquisition of property and equipment                                                  --                     (47,510)
   Other assets, consisting primarily of deposits
     on property and equipment                                                        55,566                          --
                                                                            ----------------            ----------------

Net Cash Provided by (Used in) Investing Activities                                   55,566                     (47,510)
                                                                            ----------------            ----------------
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.


                                       8




<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

                     Six Months Ended June 30, 2001 and 2000

<TABLE>
<CAPTION>



                                                                                  2001                        2000
                                                                            ----------------          ------------------
<S>                                                                         <C>                       <C>
Cash Flows from Financing Activities:
   Net proceeds (repayments) of notes payable to vendors                    $             --          $         (202,110)
   Payment of underwriting discounts                                                      --                    (552,500)
   Payment of offering costs                                                              --                     (50,314)
   Net  proceeds (repayments) from lines-of-credit                                    76,235                    (548,160)
   Net proceeds (repayments) to related parties                                           --                     128,039
   Proceeds from public offering                                                          --                   4,250,000
   Repayment due to stockholder                                                           --                    (400,000)
   Payments on, proceeds from long-term debt                                         (31,972)                         --
   Payments on capital leases                                                             --                     (63,514)
                                                                            ----------------          ------------------

Net Cash Provided by Financing Activities                                             44,263                   2,561,441
                                                                            ----------------          ------------------

(Decrease) increase in Cash and Cash Equivalents                                     (13,135)                  1,037,899

Cash and Cash Equivalents - Beginning of Period                                       27,042                     102,621
                                                                            ----------------          ------------------

Cash and Cash Equivalents - End of Period                                   $         13,907          $        1,140,520
                                                                            ================          ==================


Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest                                 $        116,984          $          200,921
</TABLE>




The accompanying notes are an integral part of these consolidated financial
statements.


                                       9





<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

               (Unaudited) With Respect to June 30, 2001 and 2000




NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization - Bio-Aqua Systems, Inc., (the "Company"), a Florida
         corporation, was incorporated in March 2000 as a holding company
         to acquire Tepual, S.A., a Chilean corporation. Tepual, S.A. is in
         the business of research and development and sales of vaccine
         products and production and control systems related to animal
         nutrition and health. The Company also sells, brokers and provides
         technical advice in the production of meals for feed used by the
         aqualculture, poultry and cattle farming industries. In addition,
         the Company acquired 75% of Krisel, S.A., in 2001, a fishing
         company operating in Uruguay.

         Basis of Presentation - In March 2000, the Company acquired 99.9%
         of the issued and outstanding common stock of Tepual, S.A., in
         exchange for 1,700,000 shares of the Company's Class B common
         stock simultaneous with the closing of the initial public offering
         of the Company's stock. In order to comply with Chilean law and
         the requirements of the Central Bank of Chile for foreign
         investments, two stock purchase agreements were effectuated at the
         time of the closing of the initial public offering of the
         Company's stock whereby (i) Atik, S.A. ("Atik"), a Chilean
         corporation and Flagship Import Export LLC ("Flagship"), a Nevada
         limited liability company, purchased 1,699,900 shares of the
         Company's Class B common stock and, (ii) the Company then
         purchased Atik's and Flagship's 99.9% interest in Tepual, S.A. At
         the completion of the transaction, Tepual, S.A. became a majority
         owned (99.9%) subsidiary of the Company. The substance of this
         transaction is an exchange of shares between the Company Atik and
         Flagship, which was accounted for by the pooling of interests
         method.

         Principles of Consolidation - The accompanying consolidated
         financial statements include the accounts of Bio-Aqua Systems,
         Inc. and its subsidiaries. All material intercompany accounts and
         transactions have been eliminated in consolidation.

         Functional Currency - The consolidated financial statements have
         been translated in accordance with the provisions set forth in the
         Statement of Financial Accounting Standards No. 52, from Chilean
         pesos (the functional currency) into US dollars (the reporting
         currency). The exchange rates used at June 30, 2001 and December
         31, 2000, respectively, for assets and liabilities were 631.71
         pesos to U.S. $1 and 573.73 pesos to U.S. $1. The weighted average
         exchange rate used for the six months ended March 31, 2001 and
         2000 for results of operations was 574.71 pesos to U.S. $1 and
         519.78 pesos to U.S. $1, respectively. The effects of exchange
         rates are reflected as a separate component of stockholders'
         equity.


                                       10

<PAGE>
                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

       Notes to Supplemental Consolidated Financial Statements (Continued)




NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         Earnings Per Common Share - Earnings per common share are based on
         the weighted average number of shares outstanding of 2,636,294 for
         the six months ended June 30, 2001 and 2,215,000 for the six
         months ended June 30, 2000 giving effect to common stock
         equivalents, none of which existed in the aforementioned periods.


NOTE 2 - SHARE EXCHANGE AGREEMENT

         In July 2001 the Company entered into a definitive share exchange
         agreement to acquire from New Dragon Asia Food Limited ("New
         Dragon") controlling interests in four sino-foreign joint ventures
         and several subsidiaries (the "Joint Ventures and Subsidiaries")
         in consideration for 37,890,857 shares of common stock
         (representing 93% of the voting stock) to be issued to New Dragon.
         The agreement is subject to certain conditions precedent,
         including the approval of a majority of the shareholders of the
         Company.

         The Joint Ventures and Subsidiaries are engaged in the
         manufacturing, marketing and distribution of instant noodles and
         flour in the People's Republic of China and market their products
         under the "Long Feng" brand name. For the year ended December 25,
         2000, the aggregate sales of the Joint Ventures and Subsidiaries
         were approximately $31,532,000 with a net income of $3,549,000
         (based upon an exchange ratio of US$ 1.00 to RMB 8.3).

         In connection with the share exchange, the stock in Tepual S.A.,
         through which the historical business of the Company was
         conducted, will be transferred by the Company to Max Rutman, the
         President and Chairman of the Company, who will resign from those
         positions upon the effectiveness of the share exchange.


NOTE 3 - EXCHANGE DELISTING PROCEEDINGS

         On July 17, 2001, the Company received notice from the American
         Stock Exchange Staff indicating that the Company no longer
         complies with the American Stock Exchange's continued listing
         guidelines as set forth in the American Stock Exchange Company
         Guide and that Bio-Aqua's securities are subject to being
         delisted. The Company has appealed the determination made by the
         American Stock Exchange and has requested a hearing in order to
         argue against the delisting.

                                       11

<PAGE>
                             BIO-AQUA SYSTEMS, INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATIONS



GENERAL

Management's discussion and analysis contains various "forward looking
statements". Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking terminology
such as "may", "expect", "anticipate", "estimate" or "continue" or the use of
negative or other variations of comparable terminology.

We caution that these statements are further qualified by important factors that
could cause actual results to differ materially from those contained in the
forward-looking statements, that these forward-looking statements are
necessarily speculative, and there are certain risks and uncertainties that
could cause actual events or results to differ materially from those referred to
in such forward-looking statements.


OVERVIEW

We have generated substantially all of our revenues from the sale of certain
products such as fish meal, feather meal and krill meal which we purchase from
third parties for resale under our own brand to our customers throughout the
world. Due to lack of working capital we have suspended our business operations
and research and development projects.


SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

Results of Operations
---------------------

Gross revenues for the six months ended June 30, 2001 decreased by $3,294,606
when compared to the six months ended June 30, 2000 from $3,405,380 to $110,774
due to the economic deterioration we experienced over the past 12 months and the
suspension of our business operations.

Cost of operations for the six months ended June 30, 2001, decreased when
compared to the six months ended June 30, 2000 from $2,571,912 to $49,646, as a
result of the decrease and suspension of our business operations.

General and administrative expenses decreased by $634,650 from $896,462 to
$261,812 for the six months ended June 30, 2001 when compared to the same period
during 2000, due to the suspension of our business operations.

Interest expense decreased from $200,921 for the six months ended June 30, 2000
to $116,984 for the six months ended June 30, 2001 due to a decrease in the
average balance of the outstanding debt.












                                       12

<PAGE>

                     BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)





SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000
(Continued)

Our loss for the six months ended June 30, 2001 increased by $61,020 from a loss
of $256,648 for the six months ended June 30, 2000 due to the reasons previously
explained.

Liquidity and Capital Resources

At June 30, 2001, the accounts receivable decreased by $217,101 when compared to
December 31, 2000, from $577,238 to $360,137. The decrease in receivables was
due to collections of outstanding receivables and decreasing sales.

Other receivables increased to $163,220 at June 30, 2001 from $99,595 at
December 31, 2000.

Income taxes receivable increased to $74,334 at June 30, 2001 from $69,189 at
December 31, 2000, an increase of $5,145 due to the recovery of certain IVA
taxes.

Accounts payable, accrued expenses and other liabilities, increased by $742,184
from $1,144,219 at December 31, 2000 to $1,886,403 at June 30, 2001 due to the
economic deterioration and our inability to pay our outstanding obligations.

Because of lack of working capital, we have suspended our operations.






















                                       13
<PAGE>
                             BIO-AQUA SYSTEMS, INC.



Part II: Other Information


ITEM 1:  Legal Proceedings

         In December 2000, Guillermo Quiroz, our former chief financial
         officer, filed an action in the Civil Court of Santiago, Chile
         for the payment of fees under an employment agreement we had
         entered into with Mr. Quiroz. Mr. Quiroz is seeking damages in
         the amount of $180,000 which include both compensatory and
         punitive damages. We intend to defend this claim. As of the
         date of this report, we cannot predict the outcome of this
         claim.

         On February 28, 2001, David Mayer, a former director of our
         company, filed a complaint in the Circuit Court of the 15th
         Judicial Circuit in and for Palm Beach County, Florida for
         breach of contract in respect of consulting services provided
         by Mr. Mayer. Mr. Mayer is seeking the payment of
         approximately $175,000 and has obtained a judgment in the
         amount of $175,000.

         As of March 31, 2001, our long term debt included a note
         payable to Banco do Brazil exceeding $300,000. This note is
         collateralized by personal guaranty from our principal
         shareholder and certain assets of our company. We are
         currently in default on this note and Banco do Brazil has
         demanded payment in full.


ITEM 2:  Changes in Securities and Use of Proceeds
         None


ITEM 3:  Defaults upon Senior Securities
         None


ITEM 4:  Submission of Matters to a vote of Securities Holders
         None


ITEM 5:  Other Information

         Share Exchange
         --------------

         In July 2001 we entered into a definitive share exchange agreement
         to acquire from New Dragon Asia Food Limited ("New Dragon")
         controlling interests in four sino-foreign joint ventures and
         several subsidiaries (the "Joint Ventures and Subsidiaries") in
         consideration for 37,890,857 shares of common stock (representing
         93% of the voting stock) to be issued to New Dragon. The agreement

                                       14
<PAGE>

         is subject to certain conditions precedent, including the approval
         of a majority of our shareholders.

         The Joint Ventures and Subsidiaries are engaged in the
         manufacturing, marketing and distribution of instant noodles and
         flour in the People's Republic of China and market their products
         under the "Long Feng" brand name. For the year ended December 25,
         2000, the aggregate sales of the Joint Ventures and Subsidiaries
         were approximately $31,532,000 with a net income of $3,549,000
         (based upon an exchange ratio of US$ 1.00 to RMB 8.3).

         In connection with the share exchange, the stock in Tepual S.A.,
         through which our historical business has been conducted, will be
         transferred to Max Rutman, our president and chairman. Mr. Rutman will
         resign from those positions upon the effectiveness of the share
         exchange.

         Delisting Notice
         ----------------

         On July 17, 2001, we received notice from the American Stock
         Exchange Staff indicating that our company no longer complies with
         the American Stock Exchange's continued listing guidelines as set
         forth in the American Stock Exchange Company Guide and that
         Bio-Aqua's securities are subject to being delisted. We have
         appealed the determination made by the American Stock Exchange and
         has requested a hearing in order to argue against the delisting.

























                                       15



<PAGE>
                             BIO-AQUA SYSTEMS, INC.







ITEM 6  -  Exhibits and Reports on Form 8-K

           (a)    Exhibits required by Item 601 of Regulation S-B

                  None

           (b)    Reports on Form 8-K

                  None




















                                       16

<PAGE>
                                    SIGNATURE


         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 as a duly authorized officer as the chief financial officer of the
Registrant.


                                            BIO-AQUA SYSTEMS, INC.




                                            By: /s/ Max Rutman
                                                --------------------------------
                                                    Max Rutman, President
                                                    and Chief Executive Officer



DATED:        August 20, 2001























                                       17