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 July 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: 1,717,000 shares of common
stock outstanding as of July 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 remains in the development stage, and since
inception, has experienced no significant change in liquidity
or capital resources or stockholder's equity other than the
receipt of net proceeds in the amount of $6,847.50 from its
inside capitalization funds. Consequently, the Company's
balance sheet for the period of July 31, 1996, reflects a
current asset value of $428 and a total asset value of $774,
primarily in the form of cash.
The Company will carry out its plan of business to seek out
and take advantage of business opportunities that may have
potential for profit, and acquire such businesses, or a
controlling interest therein. The Company cannot predict
to what extent its liquidity and capital resources will be
diminished prior to the consummation of a business
combination or whether its capital will be further depleted
by the operating losses (if any) of the business entity which
the Company may eventually acquire.
RESULTS OF OPERATION: During the period from
January 19, 1995 (inception) through July 31, 1996, the
Company has engaged in no significant operations other
than the acquisition of capital and registering its securities
under the Securities and Exchange Act of 1934, as
amended. No revenues were received by the Company
during this period. The company has experienced a net
loss of $13,339 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.
The Company anticipates that until a business combination
is completed with an acquisition candidate, it will no
generate revenues other than interest income, and may
continue to operate at a loss after completing a business
combination, depending upon the performance of the
acquired business.
Irrespective of whether the Company's cash assets prove to
be inadequate to meet the Company's operational needs,
the Company might seek to compensate providers of
services by issuances of stock in lieu of cash.
NEED FOR ADDITIONAL FINANCING: The Company
believes that its existing capital will be sufficient to meet
the Company's cash needs, including the costs of
compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934, as amended, until the
Company shall have completed a business combination.
There is no assurance, however, that the available funds
will ultimately prove to be adequate for the Company's
operations. No other commitments to provide funds have
been made by management or other stockholders.
Accordingly, there can be no assurance that any other loans
will be made to the Company or that other funds will prove
to be available to cover the Company's expenses.
Part II
PART 6. EXHIBITS AND REPORTS ON FORM 8-K
One report on Form 8-K was filed during the quarter ended July
31, 1996. The 8-K was dated July 12, 1996, and reported a
change in control of the Company.
<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: September 16, 1996
/s/J. A. Garcia
J.A. Garcia, President
<PAGE>
FINANCIAL STATEMENTS
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A Development Stage Company)
Quarter Ended July 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
JULY 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 428
OTHER ASSETS:
Organizational costs (net
of amortization) 346
TOTAL CURRENT
ASSETS 774
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable 4,603
STOCKHOLDERS' EQUITY
Common stock, no par value
100,000,000 shares authorized;
1,717,000 shares issues and
outstanding 8525
Preferred stock, no par value
10,000,000 shares authorized
no shares issued and outstanding -
Additional paid-in capital 925
Deficit accumulated during the
development stage <13,339>
Total stockholders' equity <3,829>
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 774
/TABLE
<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
AS OF AND FOR THE SIX MONTHS ENDED
JULY 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
Period from
Inception For the For the
(1/19/95) period ended period ended
thru 7/31/96 1996 1995
<S> <C> <C> <C>
INCOME - - -
EXPENSES
Legal and
professional 10,843 1,479 1,774
Amortization 154 25 25
Bank charges 74 10 3
Rent 925 150 150
Miscellaneous fees 105 - -
Director fees 1,238 - -
TOTAL EXPENSES 13,339 1,664 1,952
NET LOSS (13,339) (1,664) (1,952)
Accumulated deficit
Balance, beginning of
period - (11,675) (5,462)
Balance, end of
period (13,339) (13,339) (7,414)
Loss per common
share (NIL) (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,697,395 1,697,395 1,695,000
/TABLE
<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED
JULY 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
Period from
Inception For the For the
(1/15/95) period ended period ended
to 7/31/96 1996 1995
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net Loss (13,339) (1,664) (1,952)
Noncash items
included in net loss:
Amortization 154 25 25
Rent 925 150 150
Stock issued for
services 1,238 - -
Changes in:
Current
liabilities 4,603 1,479 (10)
Net cash used
by operating
activities (6,419) (10) (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 (10) (1,767)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD - 438 3,371
CASH AND CASH
EQUIVALENTS,
END OF PERIOD 428 428 1,604
/TABLE
<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED
JULY 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. on ____, 1996, ("the Company").
Its office is located at 4750 Table Mesa Drive, Boulder, Colorado
80303.
The Company is a new enterprise in the development stage as
defined by Statement No. 7 of the Financial Accounting Standards
Board and has not engaged in any business other than
organizational efforts. Its has no full-time employees and owns no
real property. The Company intends to seek out and take
advantage of business opportunities that may have potential for
profit, and to that end, intends to acquire properties or businesses,
or a controlling interest therein. Management of the Company will
have virtually unlimited discretion in determining the business
activities in which the Company might engage.
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.
Organization Costs
Costs incurred in organizing the company has been capitalised and
will be amortized over a sixty month period.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
2. STOCKHOLDERS EQUITY
As of July 31, 1996, the Company had 1,717,000 shares of its
common stock issued and outstanding, 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, 1999, and
are cancellable at the discretion of the Company upon 30 days
prior written notice to the holders thereof. The Company also
reserves the right to extend the expiration date or reduce the
exercise price of any or all classes of warrants upon giving five
days notice. The warrants can only be exercised when a current
registration statement is on file. If the Company acquires a
business opportunity and is unable to have a registration statement
declared effective, no warrants can be exercised and they may
become valueless.
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 July 31, 1996, no shares of
preferred stock were issued or outstanding.
3. SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES.
Office space has been provided at no charge to the Company. For
purposes of the financial statements, the Company is accruing $50
per month as additional paid-in capital for this use. The Company
has incurred $925 since inception in rent expense which has been
designated as additional paid-in capital.
At inception, the Company issued 347,500 shares for services
provided which have been valued at $1,738, of which $500 was
deemed to be organization costs.
4. REGISTRATION OF SECURITIES.
The Company has registered its common shares and units under
Section 12(g) of the 1934 Exchange Act.
5. GOING CONCERN
There is substantial doubt about the Company's ability to continue
as a going concern. The Company has limited working capital
with which to fund its activities and evaluate merger candidates.
Management's plans to alleviate these conditions include the
issuance of stock in lieu of cash for services until a suitable merger
candidate has been located.
6. INCOME TAXES
The Company has federal net operating loss carryforwards of
approximately $13,300 which expire in the year 2011. The tax
benefit of these net operating losses, which total approximately
$1,900, has been offset by a full allowance for realization. This
carryforward may be limited upon the consummation of a business
combination under IRC Section 381.
