U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X Quarterly report under section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended October 31, 1996.
Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required] for
the transition period from _________ to _________.
Commission File No: 0-25868
CONTROLLED ENVIRONMENT
AQUACULTURE TECHNOLOGY, INC.
(Name of small business in its charter)
Colorado 84-1293167
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
4750 Table Mesa Drive, Boulder, CO 80303
(Address of Principal Office) Zip Code
Issuer's telephone number: (303) 494-3000
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities
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 ____
Applicable only to issuers involved in bankruptcy
proceedings during the past five years
Check whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of
the Exchange Act after the distribution of securities under
a plan confirmed by a court. Yes ____ No ____
Applicable only to corporate issuers
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: 2,457,000 shares of common
stock outstanding as of October 31, 1996.
Transitional Small Business Disclosure
Format (Check one):
Yes ____ No X <PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibit 27 - Financial Data Schedule
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES: The Company
pursued acquisitions and remained in the development stage until
the close of the quarter ended October 31, 1996. As at October
31, 1996, the Company acquired all of the outstanding stock of
Aquacare Environment, Inc., a Washington corporation, was
acquired in exchange for 240,000 shares of restricted common
stock. Details and copies of the Agreement and Plan of
Reorganization were filed November 15, 1996, on Form 8-K.
The Company will become operational with the acquisition of
Aquacare Environment, Inc., which has been engaged in the
business of development and marketing of equipment and systems
used in intensive land-based fish farming since 1987, and will
continue in the same business following its acquisition by the
Company. The Company projects that it will have revenue of
approximately $2,500,000 for the next twelve months as a result
of this acquisition, and further projects that its operations will be
profitable.
On December 9, 1996, the Company executed a letter of intent to
acquire all of the outstanding stock of Sunkiss Shrimp Co., Ltd.,
of Kekaha, Hawaii. This transaction is scheduled to be completed
by December 31, 1996.
In addition to the negotiations to acquire Sunkiss Shrimp Co. Ltd.,
the Company has been considering various avenues to secure
additional capital which will be required for it to pursue its
objectives in the field of sustainable intensive aquaculture,
particularly as it relates to the breeding and growing of high
health, genetically improved shrimp.
The Board of Directors has authorized and approved the issuance
of $2,500,000 in convertible preferred stock, and the Company
hopes to finalize the placement of these shares before the end of
December, 1996. An additional private placement of restricted
common stock intended to raise $2.5 million has been authorized
by the Board of Directors, and it is contemplated that the offering
of these shares will commence prior to the end of the fiscal year
ending January 31, 1996.
The unaudited balance sheet attached hereto represents the
compilation of Aquacare Environment, Inc.'s unaudited October
31, 1996, financial statement and the unaudited (development stage
company) balance sheet of Controlled Environment AquaCulture
Technology, Inc., adjusted for the forgiveness of $4,603 of
Accounts Payable listed under Current Liabilities at July 31, 1996,
which were assumed by the former control shareholders, and the
write-off of $774 in Total Assets.
During the months of November and December, 1996, one of the
Company's principal shareholders has advanced approximately
$50,000 to pay legal and accounting fees and other expenses.
RESULTS OF OPERATION: During the period from January 19,
1995 (inception) through October 31, 1996, the Company has
engaged in no significant operations. No revenues were received
by the Company during this period. The Company has
experienced a net loss of $9,592 since inception. This loss is
primarily the result of the legal and accounting costs of compliance
with the reporting requirements of the securities laws and general
and administrative expenses. An income statement reflecting the
results of operation of Aquacare Environment, Inc., for the period
ending October 31, 1996, was not available as of the date of this
report.
The Company anticipates that the operations of Aquacare
Environment, Inc., will be self-sustaining without major additional
financing, and that the private placement funds will finance the
construction and start up of the shrimp breeding and grow-out
operations.
Part II
PART 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended
October 31, 1996.
<PAGE>
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.
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
__________________________________
(Registrant)
Date: December 13, 1996
/s/J. A. Garcia
J.A. Garcia, President
<PAGE>
FINANCIAL STATEMENTS
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A Development Stage Company)
Quarter Ended October 31, 1996<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A Development Stage Company)
Index to Financial Statements
Balance Sheet
Statement of Loss and Accumulated Deficit
Statement of Cash Flows
Notes to Financial Statements<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF AND FOR THE QUARTER ENDED
OCTOBER 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 2,939
Accounts receivable 104,539
Inventory 96,107
Other current assets 1,200
TOTAL CURRENT
ASSETS 204,782
FIXED ASSETS:
Fixed assets (cost) 118,611
Accumulated depreciation (70,350)
TOTAL FIXED
ASSETS 48,261
OTHER ASSETS 1,028,013
TOTAL ASSETS 1,281,056
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable 53,070
Notes payable 68,755
Current portion
long-term debt 5,400
Taxes payable 16,344
Other current liabilities 14,800
TOTAL CURRENT
LIABILITIES 158,369
LONG-TERM DEBT 19,318
TOTAL LIABILITIES 177,687
STOCKHOLDERS' EQUITY
Common stock, no par value
100,000,000 shares authorized;
2,457,000 shares issues and
outstanding 86,500
Preferred stock, no par value
10,000,000 shares authorized
no shares issued and outstanding -
Additional paid-in capital 25,937
Retained earnings 990,932
Total stockholders' equity 1,103,369
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 1,281,056
</TABLE>
<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
AS OF AND FOR THE NINE MONTHS ENDED
OCTOBER 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
Period from
Inception For the For the
(1/19/95) period ended period ended
thru 10/31/96 1996 1995
<S> <C> <C> <C>
INCOME - - -
EXPENSES
Legal and
professional 11,271 1,907 1,774
Amortization 154 25 25
Bank charges 74 10 3
Rent 925 150 150
Miscellaneous fees 105 - -
Director fees 1,238 - -
Write off of
accounts payable (4,603) (4603) -
TOTAL EXPENSES 9,592 (2,571) 1,952
NET LOSS (9,592) 2,571 (1,952)
Accumulated deficit
Balance, beginning of
period - (11,675) (5,462)
Balance, end of
period (9,592) (9,592) (7,414)
Loss per common
share (NIL) (NIL) (NIL)
Weighted average
number of shares
outstanding 2,457,000 1,697,395 1,695,000
/TABLE
<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED
OCTOBER 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
Period from
Inception For the For the
(1/15/95) period ended period ended
to 10/31/96 1996 1995
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net Loss (9,592) 2,571 (1,952)
Noncash items
included in net loss:
Amortization 154 - 25
Rent 925 - 150
Stock issued for
services 1,238 - -
Changes in:
Current
liabilities - (2,999) (10)
Net cash used
by operating
activities (7,275) (428) (1,767)
CASH FLOWS FROM
INVESTING
ACTIVITIES - - -
Issuance of common
stock 6,847 - -
Net cash and cash
equivalents provided
(used) by financing
activities 6,847 - -
Net increase
(decrease) in
cash and cash
equivalents (428) (428) (1,767)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD 428 428 3,371
CASH AND CASH
EQUIVALENTS,
END OF PERIOD - - 1,604
</TABLE>
<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED
OCTOBER 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The Company was incorporated under the laws of the State of
Colorado on January 19, 1995, as Global Capital Access
Corporation and changed its name to Controlled Environment
Aquaculture Technology, Inc. in July, 1996, ("the Company"). Its
office is located at 4750 Table Mesa Drive, Boulder, Colorado
80303.
Until its acquisition of all of the issued and outstanding stock of
Aquacare Environment, Inc., on October 31, 1996, the Company
was a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board and
had not engaged in any business other than organizational efforts.
The unaudited balance sheet represents the compilation of
Aquacare Environment, Inc.'s unaudited October 31, 1996,
financial statement and the unaudited (development stage company)
balance sheet of Controlled Environment AquaCulture Technology,
Inc., adjusted for the forgiveness of $4,603 of Accounts Payable
listed under Current Liabilities at July 31, 1996, which were
assumed by the former control shareholders, and the write-off of
$774 in Total Assets. The unaudited income statement reflects
solely the development stage activities of the Company and does
not reflect any of the results of operation of Aquacare
Environment, Inc.
Accounting Method
The Company records income and expenses on the accrual method.
Loss Per Share
Loss per share was computed assuming all shares outstanding at
the end of the period were outstanding during the entire period.
2. STOCKHOLDERS EQUITY
As of October 31, 1996, the Company had 2,457,000 shares of its
common stock issued and outstanding (which includes the 240,000
shares issued in exchange for all of the issued and outstanding
stock of Aquacare Environment, Inc), together with 2,739,000
Class A Warrants to purchase one additional share of Common
Stock at $2.00. All previously issued and outstanding Class B
Warrants were cancelled in conjunction with a change in control
of the Company which occurred on July 12, 1996. The warrants
are exercisable from August 1, 1995 until December 31, 2001, and
are not cancelable. The Company also reserves the right to extend
the expiration date or reduce the exercise price of the warrants
upon giving five days notice. The warrants can only be exercised
when a current registration statement is on file.
The Company is authorized to issue up to 10,000,000 shares of its
no par value preferred stock. The preferred stock may be issued
in series, from time to time, with such designation, rights,
preferences and limitations as the Board of Directors may
determine by resolution. As of October 31, 1996, no shares of
preferred stock were issued or outstanding.
3. REGISTRATION OF SECURITIES.
The Company has registered its common shares and units under
Section 12(g) of the 1934 Exchange Act.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-END> OCT-31-1996
<CASH> 2,939
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 204,782
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 204,782
<CURRENT-LIABILITIES> 158,369
<BONDS> 0
0
0
<COMMON> 86,500
<OTHER-SE> 25,937
<TOTAL-LIABILITY-AND-EQUITY> 1,281,056
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,592
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
