SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
October 31, 1996
________________________________________________
Date of Report (Date of earliest event reported)
CONTROLLED ENVIRONMENT AQUACULTURE
TECHNOLOGY, INC.
________________________________________________
(Exact name of registrant as specified in its charter)
Colorado 0-25868 84-1293167
________________________________________________
(State or other (Commission I.R.S.Employer
jurisdiction File Number) Identification No.)
of incorporation)
4750 Table Mesa Drive, Boulder, CO 80303
________________________________________________
Address of principal executive offices) (Zip Code)
(303) 494-3000
________________________________________________
Registrant's telephone number, including area code
<PAGE>
ITEM 2. CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANT
DISMISSAL OF PRINCIPAL ACCOUNTANT.
Comiskey & Company, P.C., 2851 S. Parker Road, Suite
1125, Aurora, Colorado 80014-9921, the independent
accountant previously engaged as the principal accountant
to audit the registrant's financial statements, has been
dismissed, effective March 15, 1997. The report of
Comiskey & Company, P.C., on the financial statements
of the registrant for the immediately preceding fiscal years
and for the initial audit of the registrant at its inception, did
contain an on-going concern qualification but did not
contain any other adverse opinion, disclaimer of opinion or
qualification as to uncertainty, audit scope or accounting
principles. The decision to change accountants was
recommended and approved by the board of directors of
the registrant.
There were no disagreements with Comiskey &
Company, P.C., at any time, on any matters of accounting
principles or practices, financial statement disclosures, or
auditing scope or procedures.
ENGAGEMENT OF NEW PRINCIPAL ACCOUNTANT.
The registrant has engaged a new independent accountant,
Grant Thornton, LLP, Certified Public Accountants, 1131
Bishop Street, Suite 1000, Honolulu, Hawaii 96789. The
date of the engagement was March 15, 1997.
ITEM 5. OTHER EVENTS.
On March 3, 1997, the Company and Aquacare
Environment, Inc., executed a Rescission Agreement
pursuant to which the Agreement and Plan of
Reorganization between them, dated October 31, 1996, was
rescinded. The rescission was made retroactive to October
31, 1996.
The rescission was completed by mutual agreement
of the parties pursuant to a provision of the Agreement and
Plan of Reorganization authorizing either party to elect
rescission in the event that, upon completion, the audited
financial statements of Aquacare Environment, Inc., as of
July 31, 1996, did not reflect a specified minimum net
worth.
In accordance with the terms of the Rescission
Agreement, all 240,000 shares of the Company's common
stock which had been issued in escrow pending receipt of
the July 31, 1996 audited financial statements of Aquacare
Environment, Inc., were cancelled and returned to the
status of authorized but unissued shares. In addition, the
parties agreed to release any and all claims each may
otherwise have had against the other arising out of, or in
any way related to, the execution and performance of the
Agreement and Plan of Reorganization.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited financial statements of the Company
reflecting its acquisition of all of the issued and outstanding
stock of Aquacare Environment, Inc., pursuant to the
Agreement and Plan of Reorganization, were previously
filed as part of an amended report on Form 8-K dated
October 31, 1996. The audited financial statements of the
Company, to be filed as part of its report on Form 10-KSB
for the fiscal year ended January 31, 1997, will reflect the
retroactive rescission (as of October 31, 1996) of the
Agreement and Plan of Reorganization.
(c) The following Exhibits are filed as part of this
report:
Exhibit 16 - Letter regarding change in certifying
accountant.<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.
CONTROLLED ENVIRONMENT AQUACULTURE
TECHNOLOGY, INC.
/s/ J. A. Garcia, President 3/18/97
________________________________________________
(Signature) (Date)
<PAGE>
EXHIBIT 16.
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We were previously principal accountants for Controlled
Environment Aquaculture Technology, Inc. (formerly
Global Capital Access Corporation) ("Global") and on
February 8, 1996, we reported on the financial statements
of Global Capital Access Corporation as of and for the
initial period ended January 31, 1996. On March 15,
1997, we were dismissed as principal accountants of
Global. We have read Global's statements included under
Item 4 of its Form 8-K for March 18, 1997, and we agree
with those statements.
/s/
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
Aurora, Colorado
March 10, 1997
