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
March 15, 1997
________________________________________________
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)
CEA TECH USA, Inc.
7 Waterfront Plaza, Suite 400
500 Ala Moana Blvd.
Honolulu, HI 96813
________________________________________________
Address of principal executive offices) (Zip Code)
(808)521-1801
________________________________________________
Registrant's telephone number, including area code
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 7(a). The following Financial Statements and Exhibits are filed
as part of this report:
(a) Financial statements for Sunkiss Shrimp Co., Ltd., for the period
ended March 31, 1997, for the years ended December 31, 1996 and
1995. On March 15, 1997, the registrant acquired all of the issued and
outstanding stock of Sunkiss Shrimp Co., Ltd., in a stock for stock
exchange, and Sunkiss Shrimp Co., Ltd., is now a wholly-owned
subsidiary of the registrant.
(b) Pro Forma Condensed Consolidated Financial Statements of
Controlled Environment Aquaculture Technology, Inc. (the Registrant)
as of and for the fiscal year ended January 31, 1997.
<PAGE>
SUNKISS SHRIMP CO., LTD.
(A Development Stage Company)
Financial Statements
For the period ended March 15, 1997
and for the years ended December 31, 1996 and 1995
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
SUNKISS SHRIMP CO., LTD.
Kekaha, Hawaii
I have audited the accompanying balance sheets of SUNKISS SHRIMP
CO., LTD. as of March 15, 1997 and December 31, 1996 and 1995 and
the related statements of operations, stockholders' equity, and cash flows
for the periods then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SUNKISS SHRIMP
CO., LTD. as of March 15, 1997, and December 31, 1996 and 1995
and the results of its operations, stockholders' equity and cash flows for
the periods then ended in conformity with generally accepted accounting
principles.
/s/
Gerald R. Perlstein
Los Angeles, California
June 3, 1997<PAGE>
SUNKISS SHRIMP CO., LTD.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 15 Years Ended December 31,
1997 1996 1995
<S> <C> <C> <C>
CURRENT ASSETS
Cash 1,849 7,445 121,938
Inventory 63,750 45,025 -
Prepaid expenses 6,166 - -
Total Current Assets 71,765 52,470 121,938
Property and Equipment,
Net 130,131 132,556 55,297
TOTAL ASSETS 201,896 185,026 177,235
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 3,820 4,202 -
Accrued liabilities - 5,603 -
Note payable,
short-term - 15,100 1,260
Advances from
affiliate 151,112 - -
TOTAL CURRENT
LIABILITIES 154,932 24,905 1,260
Note payable,
long-term - 113,640 128,740
Advances from
stockholder - - 16,136
STOCKHOLDERS' EQUITY
Common stock - authorized
500,000 shares, par value
$1.00 per share, issued and
outstanding 25,000
shares 25,000 25,000 25,000
Additional Paid-In-
Capital 41,136 41,136 25,000
Accumulated deficit
during development
stage (19,172) (19,655) (18,901)
46,964 46,481 31,099
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY 201,896 185,026 177,235
</TABLE>
The Accompanying Notes are an integral part of these Financial Statements
<PAGE>
SUNKISS SHRIMP CO., LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
November 19,
1991 (inception)
January 1 - Years Ended December 31, through
March 15, 1997 1996 1995 March 15, 1997
<S> <C> <C> <C> <C>
Revenue:
Sales 19,015 21,125 40,140
Other 3,000 3,000
TOTAL REVENUE 19,015 24,125 - 43,140
Cost and Expenses:
Cost of sales 7,606 8,450 16,056
General and
Administrative 10,926 16,429 5,621 46,256
TOTAL COST
AND EXPENSES 18,532 24,879 5,621 62,312
Net profit (loss)
before taxes 483 (754) (5,621) (19,172)
Income taxes - - - -
Net profit
(loss) 483 (754) (5,621) (19,172)
Per share:
Net profit
(loss) .02 (.03) (.22) (.77)
</TABLE>
The Accompanying Notes are an integral part of these Financial Statements
<PAGE>
SUNKISS SHRIMP CO., LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
(page 1 of 2)
<TABLE>
<CAPTION>
Common Stock
Additional
Number of Paid-In
Shares Amount Capital
<S> <C> <C> <C>
Balance
December 31, 1994 25,000 25,000 25,000
Net loss - 1995
Balance
December 31, 1995 25,000 25,000 25,000
Conversion of
Indebtedness 16,136
Net loss - 1996
Balance
December 31, 1996 25,000 25,000 41,136
Net Profit January 1 -
March 15, 1997
Balance
March 15, 1997 25,000 25,000 41,136
</TABLE>
The Accompanying Notes are an integral part of these Financial Statements<PAGE>
SUNKISS SHRIMP CO., LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
(page 2 of 2)
<TABLE>
<CAPTION>
Deficit
Accumulated
During the Total
Development Stockholders'
Stage Equity
<S> <C> <C>
Balance
December 31, 1994 (13,280) 36,720
Net loss - 1995 (5,621) (5,621)
Balance
December 31, 1995 (18,901) 31,099
Conversion of
Indebtedness 16,136
Net loss - 1996 (754) (754)
Balance
December 31, 1996 (19,655) 46,481
Net Profit January 1 -
March 15, 1997 483 483
Balance
March 15, 1997 (19,172) 46,964
</TABLE>
The Accompanying Notes are an integral part of these Financial Statements<PAGE>
SUNKISS SHRIMP CO., LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period from
November 19,
1991 (inception)
January 1 - Years Ended December 31, through
March 15, 1997 1996 1995 March 15, 1997
<S> <C> <C> <C> <C>
Increase (decrease)
in cash
Cash flows from operating
activities:
Net profit (loss) 483 (754) (5,621) (19,172)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Depreciation 2,518 6,002 8,520
Increase in
inventory (18,725) (45,025) (63,750)
Increase in
prepaid
expenses (6,166) (6,166)
Increase (Decrease)
in accounts
payable (382) 4,202 3,820
Increase (Decrease)
in accrued
liabilities (5,603) 5,603 -
Net cash provided
by (used) in operating
activities (27,875) (29,972) (5,621) (76,748)
Cash flows from investing activities:
Payments for purchase
of property
& equipment (93) (83,261) (4,750) (138,651)
Net cash used in
investing
activities (93) (83,261) (4,750) (138,651)
Cash flows from financing activities:
Advances from
stockholder 1,304 16,136
Advances from
affiliate 151,112 151,112
Proceeds from notes
payable - State of
Hawaii 130,000 130,000
Payment on notes
payable - State of
Hawaii (128,740) (1,260) (130,000)
Proceeds from sale
of stock 50,000
Net cash provided by
(used) in financing
activities 22,372 (1,260) 131,304 217,248
Net increase (decrease)
in cash (5,596) (114,493) 120,933 1,849
Cash at beginning of
period 7,445 121,938 1,005 -0-
Cash at end of period 1,849 7,445 121,938 1,849
</TABLE>
Supplemental disclosures:
During 1996, the majority shareholder converted an indebtedness of the Company
into equity in the amount of $16,136.
Operating activities reflect interest paid in the period ending March 15, 1997,
and the years ended December 31, 1996 and 1995 of $349, $6,651 and $328,
respectively. No income taxes were paid during the various periods.
The Accompanying Notes are an integral part of these Financial Statements<PAGE>
SUNKISS SHRIMP CO., LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 15, 1997 and December 31, 1996 and 1995
NOTE A: Nature of Operations and Summary of Significant Accounting
Policies.
1. Nature of Operations: The Company was incorporated in the State
of Hawaii on November 19, 1991 as a development stage company as
defined by Statement No. 7 of the Financial Accounting Standards Board
and, although principal operations have commenced, there has been no
significant revenue therefrom. The Company has made an aggressive
commitment to primarily operate as a breeding, hatchery and maturation
facility for high health genetically-improved shrimp. The Company
presently sells fully grown shrimps to local retail food markets.
2. Use of Estimates: In preparing the Company's financial statements,
management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
3. Inventory: Inventory is stated at the lower of cost (first-in, first-out
method) or market. Costs include proportionate costs of broodstock,
plus the cost of maintenance to maturity. Purchased shrimp are carried
at purchase cost, plus costs of maintenance to maturity.
4. Property and Equipment: Property and equipment are stated at cost.
Depreciation is provided over the estimated useful lives of the assets on
a straight-line basis. Renewals and betterments are charged to property
accounts. Costs of maintenance and repairs that do not improve or
extend asset lives are charged to expenses.
5. Income Taxes: Deferred tax assets and liabilities are reflected at
currently enacted income tax rates applicable to the period in which the
deferred tax assets or liabilities are expected to be realized or settled.
As changes in tax laws or rates are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes.
6. Net Loss Per Share: Net loss per share is based on the weighted
average number of shares outstanding of 25,000 shares of common stock
in each of the periods.
NOTE B: Property and Equipment.
Property and equipment are stated at cost. A summary of the
Company's facilities is shown below:
<TABLE>
<CAPTION>
March 15 Year Ended December 31,
1997 1996 1995 Useful Lives
<S> <C> <C> <C> <C>
Buildings 63,465 63,465 55,297 15 years
Equipment 20,983 20,890 5 years
Ponds 54,203 54,203 15 years
138,651 138,558 55,297
Less accumulated
depreciation 8,520 6,002 -
Property and
Equipment, Net 130,131 132,556 55,297
</TABLE>
Depreciation charged against income for the period ended March 15,
1997 and the years ended December 31, 1996 and 1995, amounted to
$2,518, $6,002, and $-0-, respectively.
NOTE C: Long-Term Debt and Short-Term Borrowing:
The long-term debt, which is collateralized by real estate and personal
guarantees of stockholders as of the various periods, is summarized
below:
<TABLE>
<CAPTION>
March 15 Year Ended December 31,
1997 1996 1995
<S> <C> <C> <C>
State of Hawaii:
(a) payable in ten years,
interest only the first year
and monthly thereafter of
principal and interest;
interest at 5% - 63,580 64,000
(b) Payable in seven years,
interest only the first year
and monthly thereafter of
principal and interest;
interest at 5% - 65,160 66,000
- 128,740 130,000
Less amount due in one year - 15,100 1,260
Balance due after one year - 113,640 128,740
</TABLE>
The debt agreement with the State of Hawaii contains a number of
restrictive covenants and a net earning clause. This loan was repaid on
February 14, 1997, from the advancement of funds from Controlled
Environment Aquaculture Technology, Inc. (CEA) (see subsequent event
note).
Short-Term Borrowing:
(a) The Company has obtained advances from CEA (see subsequent
event note) prior to the report date of approximately $151,112, primarily
to repay the State of Hawaii prior to the Plan of Reorganization. This
will be repaid as funds are available, at 6% interest per annum, interest
to begin subsequent to the merger.
(b) In June 1992, a stockholder loaned the Company $10,000.
Subsequent to that time, additional funds of approximately $6,136 was
loaned to the Company. These loans were to be repaid as funds were
available at 10% per annum. In December 31, 1996, the stockholder
agreed to convert the payable into additional paid-in capital.
NOTE D: Commitments and Contingencies:
On February 23, 1995 (effective August 1, 1994), the Company entered
into a 35-year lease with the State of Hawaii for 5.195 acres of land
situated in Kekaha, Waimea, Kauai, Hawaii. The rent for the first 10
years is a minimum annual guarantee of $800 or 3% of the gross
receipts, whichever is greater. The Company has not reached the
percentage rental plateau, and cannot estimate accurately the rental for
the next five years. After the first 10 years, the percentage rental is to
be renegotiated.
The Company is not presently a party to any litigation.
NOTE E: Going Concern:
The financial statements have been prepared in conformity with generally
accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained net
losses since inception and continuation is dependant upon the success of
future operations and obtaining additional capital (see subsequent event
note re: reorganization and advancement of funds).
NOTE F: Prior Periods:
The period November 19, 1991 (inception), through December 31, 1994,
was not previously audited. However, sufficient alternative procedures
were available and tested to adequately ascertain that the beginning
balances for the current audit period were correct.
NOTE G: Income Taxes:
The Company owes no Federal or State Income Taxes. The returns
have been filed through December 31, 1995, and extensions to file the
1996 returns have been submitted. Net operating loss carry forwards
will be lost due to the change in ownership subsequent to March 15,
1997. No provision for taxes nor deferred taxes were calculated at
March 15, 1997 due to the immateriality, shortness of period and carry
forwards if merger had not occurred.
NOTE H: Financial Instruments:
The financial statements include various estimated fair value information
as of March 15, 1997. Such information, which pertains to the
Company's financial instruments, does not purport to represent the
aggregate net fair value of the Company.
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable to
estimate that value:
CASH: The carrying amount approximates its fair value.
The fair value of advances from CEA is not practicable to estimate
primarily due to the relationship of the parties and the nature of these
financial instruments.
NOTE I: Stockholders' Equity:
On January 8, 1992 (incorporated on November 19, 1991), 500 shares
of common stock was issued to the lone stockholder in consideration for
funds expended prior to incorporation. In August 1993, 14,500 shares
of common stock was issued to the then sole stockholder in consideration
for additional funds expended. At that time, 10,000 shares of common
stock was issued to a second stockholder in consideration for services
performed.
In December 1996, the initial stockholder converted an outstanding debt
of $16,136 due him from the Company into additional paid-in capital.
Effective on March 15, 1997, the Company entered into an Agreement
of Reorganization in which these shares were exchanged in a tax-free
reorganization.
NOTE J: Subsequent Events:
In accordance with the terms of an Agreement and Plan of
Reorganization dated January 14, 1997, effective subsequent to the close
of business on March 15, 1997, the Company was acquired by
Controlled Environment Aquaculture Technology, Inc. (CEA), a
Colorado corporation, in a stock-for-stock exchange intended to qualify
as a tax-free reorganization under Section 368(a)(1)(B) of the Internal
Revenue Code of 1986. In the transaction, the shareholders of the
Company received 100,000 shares of CEA common stock, and agreed
to accept an additional 100,000 shares MAXIMUM of CEA common
stock upon the completion of certain performance conditions and/or price
guarantees.
The Conditions for issuance of the performance shares include (1)
obtaining a lease from the State of Hawaii on approximately 78 acres of
real property, (2) completion of construction of expanded hatchery
facilities and one-half acre growout ponds, (3) completion of stocking of
the first 36 one-acre growout ponds on the newly leased property, and
(4) completion of the first full harvest of the 36 ponds. There is no
assurance as to when or whether these conditions will be satisfied.
At May 30, 1997, the parties entered into an addendum to the
Agreement and Plan of Reorganization whereby CEA agreed to
guarantee a value of not less than $500,000 for the stock issued to the
shareholders of Sunkiss. The guarantee is for a period of two years
ending March 15, 1999, and any deficiency in value as of that date is to
be paid through the issuance of up to 100,000 additional shares of
common stock. The value of any shares issued for performance shall be
included in determining the value. In no event shall more than 100,000
additional shares of common stock be issued in total to satisfy both
performance and price guarantee provisions.
Also on May 1, 1997, CEA offered to sell additional shares of its
common stock in a private placement memorandum of $5,000,000. One
of the uses of proceeds from the private placement will be the expansion
of the hatchery and maturation facilities of the Company.
From March 15, 1997 through the date of this report, CEA has advanced
additional funds to the Company of approximately $49,137.
<PAGE>
ITEM 7(b). Proforma Financial Information.
CONTROLLED ENVIRONMENT AQUACULTURE
TECHNOLOGY, INC
Pro Forma Condensed Consolidated Financial Statements
As of and for the Year Ended January 31, 1997
(UNAUDITED)
The following pro forma condensed consolidated balance sheet
(unaudited) as of January 31, 1997 and the pro forma condensed
consolidated statement of operations (unaudited) for the year ended
January 31, 1997, give effect to the acquisition of all the outstanding
stock of Sunkiss Shrimp Co, Ltd., by Controlled Environment
Aquaculture Technology, Inc., which acquisition was completed on
March 15, 1997, and was accounted for using the purchase method. The
pro forma consolidated balance sheet presents the financial position of
Controlled Environment Aquaculture Technology, Inc., as if it had
acquired Sunkiss Shrimp Co., Ltd., as of January 31, 1997. The pro
forma condensed consolidated statement of operations presents the results
of operations of Controlled Environment Aquaculture Technology, Inc.,
as if it had acquired Sunkiss Shrimp Co., Ltd., as of February 1, 1996.
The pro forma condensed consolidated balance sheet (unaudited) as of
January 31, 1997, and the pro forma condensed consolidated statement
of operations (unaudited) for the year ended January 31, 1997, may not
be indicative of the results that actually would have occurred if the
combination had been in effect on the dates indicated or which may be
obtained in the future. These pro forma consolidated financial
statements (unaudited) should be read in conjunction with the Controlled
Environment Aquaculture Technology, Inc. financial statements
contained in the report on Form 10-KSB for the year ended January 31,
1997, and the audited financial statements of Sunkiss Shrimp Co. Ltd.,
contained elsewhere herein.
<PAGE>
CONTROLLED ENVIRONMENT AQUACULTURE TECHNOLOGY,
INC.
(a development stage company)
and subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
As of and for the Year Ended January 31, 1997
(Unaudited) (page 1 of 2)
<TABLE>
<CAPTION>
CEA Sunkiss Pro Forma
Tech Shrimp entries
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash
equivalents 581,000 5,244
Inventory 46,728 240,000
Total current assets 581,000 51,972 240,000
FIXED ASSETS:
Property & equipment,
cost 19,512 138,651 213,036
Allowance for depreciation (7,009)
Property & equipment,
net 19,512 131,642 213,036
INVESTMENT IN SUBSIDIARY 500,000
OTHER ASSETS 11,189
Total assets 611,701 183,614 953,036
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 30,858 8,582
Notes payable to
stockholder 80,000
Advances from
stockholder 70,278
Accrued liabilities 729
Notes payable, short term 15,100
Total current liabilities 181,136 24,411
Notes Payable, long term 112,239
STOCKHOLDERS' EQUITY
Preferred Stock 495,800
Common Stock 9,585 25,000 (500)
Additional paid-in-surplus 75 41,136 (499,500)
Reevaluation surplus (453,036)
Accumulated deficit during
development stage (74,895) (19,172)
Total equity 430,565 46,964 (953,036)
Total liabilities and
stockholders' equity 611,701 183,614 0
</TABLE>
<PAGE>
CONTROLLED ENVIRONMENT AQUACULTURE TECHNOLOGY,
INC.
(a development stage company)
and subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
As of and for the Year Ended January 31, 1997
(Unaudited) (page 2 of 2)
<TABLE>
<CAPTION>
Eliminations Consolidated
<S> <C> <C>
CURRENT ASSETS:
Cash and cash
equivalents 586,244
Inventory 286,728
Total current assets 872,972
FIXED ASSETS:
Property & equipment,
cost 371,199
Allowance for depreciation (7,009)
Property & equipment,
net 364,190
INVESTMENT IN
SUBSIDIARY (500,000)
OTHER ASSETS 11,189
Total assets (500,000) 1,248,351
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 39,440
Notes payable to
stockholder 80,000
Advances from
stockholder 70,278
Accrued liabilities 729
Notes payable, short term 15,100
Total current liabilities 205,547
Notes Payable, long term 112,239
STOCKHOLDERS' EQUITY
Preferred Stock 495,800
Common Stock 25,000 10,085
Additional paid-in-surplus 41,136 499,575
Reevaluation surplus 453,036
Accumulated deficit during
development stage (19,172) (74,895)
Total equity 500,000 930,565
Total liabilities and
stockholders' equity 0 1,248,351
</TABLE>
<PAGE>
CONTROLLED ENVIRONMENT AQUACULTURE TECHNOLOGY,
INC.
(a development stage company)
and subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
As of and for the Year Ended January 31, 1997
(Unaudited) (page 1 of 2)
<TABLE>
<CAPTION>
CEA Sunkiss Pro Forma
Tech Shrimp entries
<S> <C> <C> <C>
REVENUES 24,125
COST AND EXPENSES
Cost of sales 8,450
General and administrative
expenses 65,340 16,429
Total expenses 65,340 24,879
NET LOSS 65,340 754
</TABLE>
<PAGE>
CONTROLLED ENVIRONMENT AQUACULTURE TECHNOLOGY, INC.
(a development stage company)
and subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
As of and for the Year Ended January 31, 1997
(Unaudited) (page 2 of 2)
<TABLE>
<CAPTION>
Eliminations Consolidated
<S> <C> <C>
REVENUES 24,125
COST AND EXPENSES
Cost of sales 8,450
General and administrative
expenses 81,769
Total expenses 90,219
NET LOSS 66,094
</TABLE>
<PAGE>
CONTROLLED ENVIRONMENT AQUACULTURE
TECHNOLOGY, INC.
Notes to Pro Forma Condensed Consolidated Financial Statements
As of and for the Year Ended January 31, 1997
GENERAL
The pro forma condensed consolidated balance sheet (unaudited) as of
January 31, 1997, and the pro forma condensed consolidated statement
of operations (unaudited) for the year ended January 31, 1997, reflect
the following reorganization which was accounted for using the purchase
method (the "Reorganization"):
On March 15, 1997, Controlled Environment Aquaculture Technology,
Inc., acquired all of the issued and outstanding stock of Sunkiss Shrimp
Co., Ltd., in a stock exchange under Section 368(a)(1)(B) of the Internal
Revenue Code in exchange for the issuance of 100,000 shares of
common stock of Controlled Environment Aquaculture Technology, Inc.,
valued at $5.00 per share.
These pro forma consolidated financial statements (unaudited) represent
the consolidated financial position and operations of Controlled
Environment Aquaculture Technology, Inc., and Sunkiss Shrimp Co.,
Ltd., as if the Reorganization had occurred February 1, 1996. The
financial information used includes the audited financial statements of
Controlled Environment Aquaculture Technology, Inc., for the fiscal
year ended January 31, 1997, and the audited financial statements of
Sunkiss Shrimp Co., Ltd., for its fiscal year ended December 31, 1996.
They also reflect the reevaluation of certain of the assets of Sunkiss
Shrimp Co., Ltd., based upon expert opinions and current replacement
costs.
These pro forma consolidated financial statements (unaudited) do not
purport to be indicative of the results that actually would have been
obtained if the operations were combined for the year ended January 31,
1997, and this presentation is not intended to be a projection of future
results or trends.
The elimination entries reflect the elimination of the investment of
subsidiaries on the books of Controlled Environment Aquaculture
Technology, Inc., against the equity section of the Sunkiss balance sheet
at the date of completion of the reorganization.<PAGE>
ITEM 7(c). EXHIBITS
None.
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 June 13, 1997
___________________________________________________
(Signature and Title) (Date)
