<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 9, 1997
AQUASEARCH, INC.
----------------
(Exact Name of Registrant as Specified in its Charter)
Colorado
--------
(State or Other Jurisdiction of Incorporation)
33-23460-LA 33-003435
- -------------------- -----------------------------------
(Commission File No.) (IRS Employer Identification Number)
73-4460 Queen Ka'ahumanu Highway
Suite 110
Kailua-Kona, Hawaii 96740
-------------------------
(Address of Principal Executive Offices)
(808) 326-9301
--------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Johnson, Holscher & Company ("Johnson Holscher") was previously the
principal accountants for Aquasearch, Inc. (the "Company"). On February 9,
1997, that firm's appointment as principal accountants was terminated by
dismissal and Ernst & Young LLP was engaged as principal accountants. The
decision to change accountants was approved by the Audit Committee of the
Board of Directors.
In connection with the audits of the two fiscal years ended October
31, 1995 and the subsequent interim period through February 9, 1997, there
were no disagreements between Johnson Holscher and the Company with respect
to any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not
resolved to Johnson Holscher's satisfaction would have caused them to make
reference in connection with their opinion to the subject matter of the
disagreement.
The audit reports of Johnson Holscher on the financial statements of
the Company as of and for the years ended October 31, 1995 and 1994, did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles, except
as follows with respect to the 1994 audit report:
As shown in the financial statements, the Company incurred a net loss
of $240,090 for the year ended October 31, 1994, and has incurred
substantial net losses for each of the past five years. These factors,
and others discussed in Note 6, indicate that there is substantial
doubt about the Company being able to continue in existence.
Accordingly, the assets and the liabilities of the Company have
been written down to liquidation basis.
ITEM 7. EXHIBITS
INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
EXHIBITS PAGE
- -------- ------------
4.2 Articles of Incorporation of Registrant (A)
5.3 By-Laws of Registrant (A)
16 Letter re Change in Certifying Accountant
- ------------
(A) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 1995.
<PAGE>
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.
Dated: February 11, 1997
AQUASEARCH, INC.
By: /s/ Mark E. Huntley
------------------------------------------
Mark E. Huntley, Ph.D.
President and Chief Executive Officer
<PAGE>
[LETTERHEAD OF JOHNSON, HOLSCHER & COMPANY]
February 11, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously the principal accountants for Aquasearch, Inc. and, under
the date of December 2, 1995, except as to Note 5, which is as of January 26,
1996, we reported on the balance sheets of Aquasearch, Inc. as of October 31,
1995 and 1994, and related statements of loss and accumulated deficit,
stockholders' equity and cash flows for each of the years in the three-year
period ended October 31, 1995. On February 9, 1997, our appointment as
principal accountants was terminated. We have read the Aquasearch, Inc.
statements included under Item 4 of its Form 8-K dated February 11, 1997, and
we agree with such statements.
Very truly yours,
/s/ Johnson, Holscher & Company
Johnson, Holscher & Company
