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: June 30, 2002
Commission file no.: 000-31521
Mariculture Systems, Inc.
--------------------------------------------
(Name of small business issuer in its charter)
Florida 65-0677315
- ---------------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7219 196th Street S.W. #C3
Lake Stevens, Washington 98036
- ---------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (425) 774-9169
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange on
Title of each class which registered
None None
- ----------------------------- -------------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
-----------------------------------
(Title of class)
Copies of Communications Sent to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696
Fax: (561) 659-5371
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 June 30, 2002, there were 12,036,328 shares of voting stock of the
registrant issued and outstanding.
PART I
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheets..................................................F-1
Consolidated Statements of Operations .......................................F-2
Consolidated Statements of Stockholders' Equity..............................F-3
Consolidated Statements of Cash Flows........................................F-4
Notes to Consolidated Financial Statements...................................F-5
Mariculture Systems, Inc.
(a development stage company)
BALANCE SHEET
ASSETS
June 30, December 31,
2002 2001
----------------- -----------------
(unaudited)
CURRENT ASSETS
Cash $ 521 $ 5,908
Prepaid expenses 71,500 -
----------------- -----------------
Total current assets 72,021 5,908
TEST FACILITY EQUIPMENT, at salvage value 46,950 46,950
PATENTS, net of accumulated amortization of $2,167 and $1,167 27,833 28,833
----------------- -----------------
Total assets $ 146,804 $ 81,691
================= =================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Notes payable - related party $ 120,296 $ 111,296
Notes payable - other 10,000 10,000
Convertible debt, net of unamortized discount 34,417 -
Accounts payable - trade 334,152 313,200
Accounts payable - related party 35,494 37,793
Payable to stockholders 17,500 17,500
Accrued liabilities 126,773 132,741
Accrued interest 103,689 88,627
----------------- -----------------
Total current liabilities 782,321 711,157
COMMITMENTS - -
STOCKHOLDERS' DEFICIT
Preferred stock, par value $.001; 1,000,000 shares
authorized; no shares issued or outstanding - -
Common stock, par value $.001; 20,000,000 shares authorized 11,785 11,396
Common stock subscribed 20,844 94,800
Additional paid-in capital 1,112,910 832,429
Accumulated development stage deficit (1,781,056) (1,568,091)
----------------- -----------------
Total stockholders' deficit (635,517) (629,466)
Total liabilities and stockholders' deficit $ 146,804 $ 81,691
================= =================
The accompanying notes are an integral part of these statements
F-1
Mariculture Systems, Inc.
(a development stage company)
STATEMENT OF OPERATIONS
(unaudited)
Cumulative results
Six months ended of operations
Three months ended June 30, June 30, since inception
2002 2001 2002 2001 (August 25, 1994)
------------------------------ ----------------------------- ------------------
OPERATING EXPENSES
General and administrative $ 94,157 $ 46,062 $ 190,560 $ 117,495 $ 1,042,627
Research and development - - - - 629,289
Total operating expenses 94,157 46,062 190,560 117,495 1,671,916
-------------------------------- --------------------------- ------------------
NET LOSS FROM OPERATIONS (94,157) (46,062) (190,560) (117,495) (1,671,916)
OTHER INCOME (EXPENSE), net - 15,568 1 15,610 (8,070)
INTEREST EXPENSE (19,116) (9,638) (22,406) (13,932) (101,070)
-------------------------------- --------------------------- ------------------
NET LOSS (113,273) (40,132) (212,965) (115,817) (1,781,056)
================================ =========================== ==================
LOSS PER COMMON SHARE
BASIC AND DILUTED $ (0.01) $ (0.01) $ (0.02) $ (0.01) $ (0.19)
================================ =========================== ==================
The accompanying notes are an integral part of these statements
F-2
Mariculture Systems, Inc.
(a development stage company)
STATEMENT OF STOCKHOLDERS' DEFICIT
Since inception through June 30, 2002
(unaudited)
Accumulated
development
Common stock Subscribed stock Additiona stage
Shares Amount Shares Amount Capital Deficit Total
--------------------------------------------------------------------------------
Sale of common stock in 1995 1,640,000 $ 1,640 431,321 432,961
Issuance of common stock to founders in 1995 8,213,080 8,212 (8,212)
Sale of common stock in 1996 130,000 130 32,370 32,500
Issuance of common stock to founders in 1996 1,200,000 1,200 (1,200)
Issuance of common stock for services in 1996 10,766 11 3,074 3,085
Share exchange agreement of MSIW in August (10,075,354) (10,075 10,075
Share exchange agreement of MSIW in August 8,800,000 8,800 (8,800)
Sale of common stock in 1997 186,978 187 145,741 145,928
Issuance of common stock for services in 1997 126,747 127 68,933 69,060
Issuance of common stock for services in 1998 20,600 21 20,579 20,600
Sale of common stock in 1999 32,000 32 31,968 32,000
Net loss since inception through December 31, 1999 - - - - (1,017,187) (1,017,187)
--------------------------------------------------------------------------------
Balance at December 31, 1999 10,284,817 10,285 725,849 (1,017,187) (281,053)
Issuance of 17,400 common stock shares for services
on January 10, 2000 17,400 17 8,683 8,700
Issuance of 11,930 common stock shares for services
on February 29, 2000 11,930 12 11,918 11,930
Issuance of shares into escrow on March 21, 2000 250,000
Net loss for the year ended December 31, 2000 (175,229) (175,229)
--------------------------------------------------------------------------------
Balance at December 31, 2000 10,564,147 10,314 - - 746,450 (1,192,416) (435,652)
Issuance of 32,467 common stock shares for services
on January 2, 2001 31,467 31 31,436 31,467
Issuance of 300 common stock shares for services on
February 8, 2001 300 300 300
Issuance of 300 common stock shares for services in
May 2001 300 300 300
Sale of 2,000 common stock shares on March 19, 2001 2,000 2 1,998 2,000
Sale of 7,000 common stock shares on March 27, 2001 7,000 7 6,993 7,000
Issuance of shares in June 2001 in lieu of expense
reimbursement and related accrued interest 34,744 36 34,708 34,744
Issuance of shares in June in connection with
acquisition of patent 1,000,000 1,000 (1,000)
Issuance of shares in November in connection with
a sale 6,000 6 5,994 6,000
Common stock granted for services in December 2001 94,800 94,800 94,800
Allocation of debenture proceeds to be beneficial
conversion feature 5,250 5,250
Net loss for the year ended December 31, 2001 (375,675) (375,675)
--------------------------------------------------------------------------------
Balance at December 31, 2001 11,645,958 11,396 94,800 94,800 832,429 (1,568,091) (629,466)
Issuance of common shares of stock subscribed in
2001 94,800 94 (94,800) (94,800) 94,706 -
Issuance of 19,570 common stock shares for
services on February 22, 2002 19,570 20 19,550 19,570
Allocation of debenture proceeds to beneficial
conversion features 85,500 85,500
Issuance of stock for finacing costs at $0.24 per
share in May and June 2002 25,000 25 6,107 1,344 5,975 7,344
Issuance of 250,000 shares for services at $0.30 per
share in May 2002 250,000 250 74,750 75,000
Issuance of 60,000 shares for services at $0.30 per
share in June 2002 60,000 18,000 - 18,000
Issuance of 4,000 shares for services at $0.28 per
share in June 2002 4,000 1,100 1,100
Common stock granted for services in June 2002 400 400 400
Net loss for the six months ended June 30, 2002 (212,965) (212,965)
--------------------------------------------------------------------------------
Balance at June 30, 2002 12,035,328 $11,785 70,507 $20,844 $1,112,910 $(1,781,056)$(635,517)
================================================================================
The accompanying notes are an integral part of these statements
F-3
Mariculture Systems, Inc.
(a development stage company)
STATEMENT OF CASH FLOWS
(unaudited)
Cumulative cash
Six months ended flow results
June 30, since inception
2002 2001 (August 25, 1994)
------------- ------------- -------------------
Increase (decrease) in Cash
Cash flows from operating activities
Net loss $ (212,965) $ (115,817) $ (1,781,056)
Adjustments to reconcile net loss to net cash used in
operating activities:
Issuance of common stock for services 42,570 32,067 251,045
Issuance of common stock in lieu of expense reimbursement - 34,744 34,744
Issuance of common stock for financing costs 7,344 - 7,344
Depreciation and write down of test facility - - 450,371
Amortization 35,417 - 36,584
Changes in assets and liabilities:
Prepaid expenses - -
Payables to shareholders - - (8,700)
Accounts payable and accrued liabilities 87,747 28,907 657,858
---------------- ------------- -------------------
Net cash used in operating activities (39,887) (20,099) (351,810)
Cash flows from investing activities:
Purchase of test facility components - - (497,321)
---------------- ------------- -------------------
Net cash used in investing activities - - (497,321)
Cash flows from financing activities:
Proceeds from notes payable and convertible debt 34,500 5,000 165,063
Proceeds from sale of common stock - 9,000 658,389
Proceeds from unissued shares - - 26,200
---------------- ------------- -------------------
Net cash provided by financing activities 34,500 14,000 849,652
Net increase (decrease) in cash (5,387) (6,099) 521
Cash at beginning of period 5,908 7,232 -
---------------- ------------- -------------------
Cash at end of period $ 521 $ 1,133 $ 521
================ ============= ===================
Noncash disclosures:
Unissued shares payable exchanged for common stock - - $ 38,700
Acquisition of patent in exchange for liability $ - $ 30,000 $ 30,000
================ ============= ===================
Common shares issued to satisfy liabilities - - $ 31,467
Accrued liabilities converted into debt $ 60,000 - $ 60,000
================ ============= ===================
Allocation of proceeds of convertible debt to beneficial
conversion feature $ 85,000 - $ 90,750
================ ============= ===================
Common shares issued for future services $ 71,500 - $ 71,500
================ ============= ===================
The accompanying notes are an integral part of these statements
F-4
NOTE 1. FINANCIAL STATEMENTS
The unaudited condensed financial statements of Mariculture Systems, Inc. (the
Company) have been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the entire fiscal year ending December 31, 2002. The
accompanying unaudited condensed financial statements and related notes should
be read in conjunction with audited financial statements filed on April 8, 2002
as part of Form 10KSB and Form 10QSB filed on May 20, 2002.
NOTE 2. NET (LOSS) EARNINGS PER SHARE
Basic (loss) earnings per share are based on the weighted average number of
shares outstanding during each quarter. The weighted average shares for
computing the Company's basic (loss) earning per share were 11,857,806 and
10,616,891 for the three months ended June 30, 2002 and 2001, and 11,830,714 and
10,606,927 for the six months ended June 30, 2002 and 2001 respectively, and
9,144,842 from inception through June 30, 2002. As of June 30, 2002 and 2001,
the Company had 20,844 and 25,000 of common stock equivalent shares.
Because of the net loss for the three and six months ended June 30, 2002 and
2001, and from inception through June 30, 2002, common stock equivalent shares
were not included in the calculation of diluted earnings per share as their
inclusion would be anti-dilutive.
NOTE 3. OTHER EVENTS
In January 2002, the Company executed seven convertible notes totaling $25,500.
The notes mature one year from issuance and bear an interest rate of 10% per
annum. Principal and interest may be converted to common stock at a rate of
$0.50 per share.
On February 23, 2002, the Company's employee agreed to convert $60,000 in wages
due to him from the Company into a convertible promissory note. The note matures
one year from issuance and bears interest at 10% per annum. Principal and
interest may be converted to common stock at a rate of $0.50 per share.
The Company recognized $85,500 as a beneficial conversion feature due to the
notes' conversion ratios being below the underlying stock's fair value. The
resulting debt discount will be amortized using the effective interest rate over
one year. For the six months ended June 30, 2002, $34,417 in amortization was
recorded. As of June 30, 2002 the balance of convertible debentures net of
unamortized discount was $34,417.
F-5
On February 22, 2002, the Company issued 19,570 shares of common stock in
exchange for consulting services. The amount of shares issued was determined as
0.167% of total shares outstanding on January 7, 2002.
On April 13, 2002, the Company executed a note payable to the spouse of the
Company's president in the amount of $7,000. The note is payable on demand and
bears an interest rate of 10% per annum.
On May 21, 2002, the Company executed a note payable to the spouse of the
Company's president in the amount of $2,000. The note is payable on demand and
bears an interest rate of 10% per annum.
The Company is currently in default (due to non-payment) on notes payable that
were outstanding as of December 31, 2001.
In June 2002 the Company issued 250,000 shares of its common stock in lieu of
prepayment for future marketing services to be performed in 2002. The Company
also authorized to be granted, but did not issue, 60,000 shares of its common
stock in lieu of prepayment for future marketing services. Of the 310,000
shares, 238,334 were for services subsequent to June 30, 2002. Due to the
nonforfeitable nature of these shares, these shares were recorded as prepaid
expenses and included in the statement of stockholders' deficit and loss per
share computations as of and for the six months ended June 30, 2002.
In June 2002 the Company authorized to be granted, but did not issue, 28,000
shares of its common stock in lieu of rent payments. Due to the forfeitable
nature of these shares, 24,000 shares related to future rent were not included
in the statement of Stockholders' deficit and loss per share computations as of
and for the six months ended June 30, 2002.
NOTE 4. MANAGEMENT PLANS
The Company is in a process of pursuing several potential projects to build fish
farms utilizing Company's proprietary technology. No firm commitments have been
obtained.
The Company is also working on various financing opportunities that range from
obtaining a bank financing in the amount of $100,000 to $150,000, to a bond
offering that would allow raising up to $10 million. No firm commitments have
been obtained.
F-6
Item 2. Management's Discussion and Analysis of Results of Operations.
General
The Company relied upon Section 4(2) of the Securities Act of 1933, as
amended (the "Act") and Rule 506 of Regulation D promulgated thereunder ("Rule
506") for several transactions regarding the issuance of its unregistered
securities. In each instance, such reliance was based upon the fact that (i) the
issuance of the shares did not involve a public offering, (ii) there were no
more than thirty-five (35) investors (excluding "accredited investors"), (iii)
each investor who was not an accredited investor either alone or with his
purchaser representative(s) has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of the
prospective investment, or the issuer reasonably believes immediately prior to
making any sale that such purchaser comes within this description, (iv) the
offers and sales were made in compliance with Rules 501 and 502, (v) the
securities were subject to Rule 144 limitations on resale and (vi) each of the
parties was a sophisticated purchaser and had full access to the information on
the Company necessary to make an informed investment decision by virtue of the
due diligence conducted by the purchaser or available to the purchaser prior to
the transaction (the "506 Exemption").
The Company relied upon WAC 460-44A-506 of the Washington Code for several
transactions regarding the issuance of its unregistered securities in
Washington. In each instance, such reliance was based upon the fact that: (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 fifteen (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 (the "Washington
Exemption").
In April and May 2002, Elaine Meilahn, the wife of the Company's current
President, Treasurer and Chairman loaned the Company $7,000 and $2,000,
respectively. Both loans bear interest at a rate of ten percent per annum and
both are payable on demand. For such offering, the Company relied upon the 506
Exemption and the Washington Exemption.
In June 2002, the Company issued 275,000 shares of its restricted common
stock to one person for services rendered to the Company. For such offering, the
Company relied upon the 506 Exemption and the Washington Exemption.
Subsequent to June 30, 2002, the Company issued 66,107 shares of the
Company's restricted common stock to one person for services rendered to the
Company and 28,000 shares of the restricted common stock of the Company to one
person for rental of office space for a period of between three and four months.
For such offering, the Company relied upon the 506 Exemption,
10
Section 59.035(12) of the Oregon Code and the Washington Exemption.
The Company relied upon Section 59.035 of the Oregon Code for the issuance
of shares of its common stock. In each instance, such reliance was based upon
the fact that: (i) the transactions resulted in not more than ten purchasers in
Oregon during any twelve consecutive months; (ii) no commission or other
remuneration was paid or given directly or indirectly in connection with the
offer or sale of the securities; (iii) no public advertising or general
solicitation was used in connection with any transaction and (iv) at the time of
any transaction under this exemption the Company did not have under the Oregon
Securities Law an application for registration or an effective registration of
securities which were a part of the same offering.
Discussion and Analysis
The Company, Mariculture Systems, Inc. is a Florida corporation which
conducts business from its headquarters in Lake Stevens, Washington. The Company
was incorporated in the State of Florida on July 8, 1996. On August 22, 1996,
the Company entered into a share exchange agreement whereby the Company issued
and exchanged 8,800,000 shares of its common stock for one hundred percent
(100%) of the issued and outstanding stock of Mariculture Systems, Inc., a
Washington corporation ("MSIW") (the "Share Exchange"). As a result of that
transaction, MSIW became a wholly owned subsidiary of the Company. The
Washington corporation was administratively dissolved on September 19, 1997.
The Company is principally involved in the aquaculture industry, including
developing, manufacturing, and marketing proprietary systems that allow
commercial fish farmers to increase productivity and profits while reducing
risks to their crop and limiting environmental impact. Current activities
include the search for potential customers of the Company's proprietary product.
The Company is in the development stage. It is acquiring the necessary
operating assets and it is beginning its proposed business. While the Company is
developing tools necessary to enter the acquaculture industry, there is no
assurance that any benefit will result from such activities. The Company will
receive limited operating revenues and will continue to incur expenses during
its development, possibly in excess of revenue.
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 and Six Months Ended June 30, 2002 and June
30, 2001
11
Financial Condition, Capital Resources and Liquidity
For the 2nd quarter ended June 30, 2002 and 2001 the Company recorded no
revenues. For the six months ended June 30, 2002 and 2001, the Company also
recorded no revenues. For the second quarter ended June 30, 2002 and 2001 the
Company had general and administrative expenses of $94,157 and $46,062. For the
six months ended June 30, 2002 and 2001, the Company had general and
administrative expenses of $190,560 and $117,495 respectively.
For the 2nd quarter ended June 30, 2002 and 2001, the Company had total
operating expenses of $94,157 and $46,062. For the six months ended June 30,
2002 and 2001, the Company had total operating expenses of $190,560 and
$117,495.
In April and May 2002, Elaine Meilahn, the wife of the Company's current
President, Treasurer and Chairman loaned the Company $7,000 and $2,000,
respectively. Both loans bear interest at a rate of ten percent per annum and
both are payable on demand.
Net Losses
For the 2nd quarter ended June 30, 2002 and 2001, the Company reported a
net loss from operations of $94,157 and $46,062 respectively. For the six months
ended June 30, 2002 and 2001, the Company reported a net loss from operations of
$190,560 and $117,495 respectively.
The ability of the Company to continue as a going concern is dependent upon
increasing sales and obtaining additional capital and financing. The Company is
currently seeking financing to allow it to begin its planned operations.
Employees
At June 30, 2002, the Company employed five (5) persons, two (2) full time
and three (3) part time. Only one (1) of the employees is paid by the Company.
None of these employees are represented by a labor union for purposes of
collective bargaining. The Company considers its relations with its employees to
be excellent. The Company plans to employ additional personnel as needed upon
product rollout to accommodate fulfillment needs.
Research and Development Plans
The Company believes that research and development is an important factor
in its future growth. The aquaculture industry is closely linked to
technological advances, which produce new ways of producing product for its use
by the public. Therefore, the Company must continually invest in the latest
technology to appeal to the public and to effectively compete with other
companies in the industry. No assurance can be made that the Company will have
sufficient funds to purchase 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.
12
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations, and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances. However,
whether actual results or developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties,
general economic market and business conditions; the business opportunities (or
lack thereof) that may be presented to and pursued by the Company; changes in
laws or regulation; and other factors, most of which are beyond the control of
the Company.
Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending June 30, 2002, covered by
this report to a vote of the Company's shareholders, through the solicitation of
proxies or otherwise.
13
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit No. Description
- --------------------------------------------------------------------------------
3.(i).1 [1] Articles of Incorporation of Mariculture Systems, Inc. filed July 8, 1996.
3.(ii).1 [1] Bylaws of Mariculture Systems, Inc.
4.1 [1] Promissory Note in the amount of $18,000 bearing 10% interest in favor of William
Evans dated April 1996.
4.2 [1] Form of Private Placement Offering of 1,200,000 common shares at $0.01 per share.
4.3 [1] Promissory Note in the amount of $10,000 bearing 10% interest in favor of William
Evans dated January 1997.
4.4 [1] Promissory Note in the amount of $22,000 bearing 10% interest in favor of William
Evans dated April 1997.
4.5 [1] Form of Private Placement Offering of 985,000 common shares at $1.00 per share.
4.6 [1] Replaced by Exhibit 4.11.
4.7 [1] Promissory Note in the amount of $21,970 bearing 12% interest in favor of David
Meilahn dated March 2000.
4.8 [1] Promissory Note in the amount of $10,600 bearing 12% interest in favor of Elaine
Meilahn dated August 2000.
4.9 [2] Promissory Note in the amount of $5,000 bearing 12% interest in favor of Elaine
Meilahn dated December 1, 2000.
14
4.10 [4] Promissory Note in the amount of $5,000 bearing 12% interest in favor of Elaine
Meilahn dated February 8, 2001.
4.11 [4] Promissory Note in the amount of $12,400.97 bearing 12% interest in favor of Elaine
Meilahn dated April 3, 2001.
4.12 [5] Promissory Note in the amount of $2,500.00 bearing 12% interest in favor of Elaine
Meilahn dated August 22, 2001.
4.13 [5] Promissory Note in the amount of $2,500.00 bearing 12% interest in favor of Elaine
Meilahn dated September 14, 2001.
4.14 [5] Promissory Note in the amount of $4,000.00 bearing 12% interest in favor of Elaine
Meilahn dated October 1, 2001.
10.1 [1] Share Exchange Agreement dated August 1996.
10.2 [1] Agreement with Corporate Imaging dated July 1997.
10.3 [1] Agreement with Stephen Jaeb dated August 1997.
10.4 [1] Agreement with Reinforced Tank Products, Inc. dated April 1998.
10.5 [1] Void.
10.6 [1] Agreement with Sanford Tager dated September 1999.
10.7 [1] Employment Agreement with Rich Luce dated September 2000.
10.8 [2] Consulting Agreement with Websters' Inc. Dated December 1, 2000.
16.1 [3] Letter on change of certifying accountant pursuant to Regulation SK, Section
304(a)(3)2.
16.2 [3] Letter from Moss Adams LLP.
- -----------------------
[1] Previously filed with the Company's Registration Statement on Form 10SB on
September 13, 2000.
[2] Previously filed with the Company's first amended Registration Statement on
Form 10SB on December 21, 2000.
15
[3] Previously filed with the Company's Current Report on Form 8-K on February
26, 2001.
[4] Previously filed with the Company's Annual Report on Form 10KSB for the
period ended December 31, 2000 on April 13, 2001.
[5] Previously filed with the Company's third amended Registration Statement on
Form 10SB on November 13, 2001.
(* Filed herewith)
(b) A report on Form 8-K was filed on February 26, 2001 disclosing a change
in the Registrant's Certifying Accountant.
Item 2. Description of Exhibits
The documents required to be filed as Exhibits Number 2 and 6 and in Part
III of Form 1-A filed as part of this Registration Statement on Form 10-SB are
listed in Item 1 of this Part III above. No documents are required to be filed
as Exhibit Numbers 3 , 5 or 7 in Part III of Form 1-A and the reference to such
Exhibit Numbers is therefore omitted. The following additional exhibits are
filed hereto:
16
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: August 7, 2002 By:/s/ David Meilahn
--------------------------
David Meilahn
President, Treasurer and Chairman
By: /s/ Richard Luce
--------------------------
Richard Luce
Vice President of Sales & Marketing and Secretary
By: /s/ Robert Janeczko
--------------------------
Robert Janeczko
Director
By: /s/ Don Jonas
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Don Jonas
Director
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